preliminary placement document not for circulationissue in reliance upon section 42 of the companies...

Preliminary Placement Document Not for Circulation Serial Number [●] Strictly Confidential

SUNDARAM MULTI PAP LIMITED

(Incorporated in the Republic of India under the Companies Act, 1956, as a company with limited liability having corporate identity number L21098MH1995PLC086337) Registered & Corporate Office: 5/6 Papa Industrial Estate, Suren Road, Andheri (East), Mumbai-400093, Maharashtra, India

Telephone: +91 22 67602200; Fax: +91 22 67602244; Email: [email protected] website: www.sundaramgroups.in

ISSUE IN RELIANCE UPON SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED. THE ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS (“QIB”) AS DEFINED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “ICDR REGULATIONS”) IN RELIANCE UPON SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND CHAPTER VIII OF THE ICDR REGULATIONS. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN QIBs. THIS PLACEMENT DOCUMENT WILL BE CIRULATED ONLY TO SUCH QIBs WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO EQUITY SHARES OFFERED IN THE ISSUE.

YOU ARE NOT AUTHORISED TO AND MAY NOT (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISMENT OR UTILIZE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

INVESTMENTS IN EQUITY AND EQUITY-RELATED SECURITIES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST ANY AMOUNT IN THE ISSUE UNLESS THEY ARE PREPARED TO BEAR THE RISK OF LOSING ANY PART OR ALL OF THE AMOUNT INVESTED BY THEM. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ “RISK FACTORS” BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THE PRELIMINARY PLACEMENT DOCUMENT AND THIS PLACEMENT DOCUMENT. All of our Company’s outstanding Equity Shares are listed on the NSE Li mi t ed ( the “ NSE ”) and BSE Limited (the “BSE”). The closing price of the outstanding Equity Shares on NSE and BSE on November 11, 2016, was Rs. 4.10 and Rs. 4.11 per Equity Share respectively. In-principle approvals under Regulation 28(1) of the Listing Regulations (as defined hereinafter) for listing of the Equity Shares have been received from the NSE letter no. [*] dated [*] and BSE vide its letter no. [*] dated [*]. Applications will be made to the NSE and BSE for obtaining final listing and trading approvals for the Equity Shares offered through the Issue. NSE and BSE assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the NSE and BSE should not be taken as an indication of the merits of the business of our Company or the Equity Shares.

A copy of this Placement Document, which includes disclosures prescribed under Form PAS-4 (as defined hereinafter), has been delivered to the NSE and BSE. This Placement Document has not been reviewed by the Securities and Exchange Board of India (the “SEBI”), the Reserve Bank of India (the “RBI”), the Stock Exchanges or any other regulatory or listing authority and is intended only for use by QIBs. A copy of the Placement Document (which will include disclosures prescribed under Form PAS-4) will be filed with the BSE and NSE in accordance with the ICDR Regulations. Our Company shall make the requisite filings with the Registrar of Companies, M a h a r a s h t r a at M u mb a i (the “ROC”) and the SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended. This Placement Document has not been and will not be registered as a prospectus with the ROC, and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. The Issue is meant only for QIBs by way of a private placement and is not an offer to the public or to any other class of investors. This Placement Document has been prepared by our Company solely for providing information in connection with the Issue.

Invitations, offers and sales of the Equity Shares shall only be made pursuant to this Placement Document together with the respective Application Form (defined hereinafter) and the CAN (as defined hereinafter). The distribution of this Placement Document or the disclosure of its contents to any person, other than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and make no copies of this Placement Document or any documents referred to in this Placement Document. See “Issue Procedure”.

The information contained in this Placement Document is not complete and may be changed. The information on our Company’s website or any website directly or indirectly linked to our Company’s website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the laws of any state of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a trans action not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) in accordance with Regulations and the applicable laws of the jurisdictions where those offers and sales occur. For further details, see “Selling Restrictions” and “Transfer Restrictions”. This Preliminary Placement Document is dated November 15, 2016.

LEAD MANAGER TO THE PLACEMENT

D & A FINANCIAL SERVICES (P) LIMITED

13, Community Centre, East of Kailash, New Delhi-110065 Ph. No. +91-11-26218274/26419079; Fax No. +91-11-26219491 Email: [email protected], [email protected]; Website: www.dnafinserv.com

Sundaram Multi Pap Limited (the “Company”) is issuing up to 30000000 equity shares of face value Re. 1/- each, (the “Equity Shares”) at a price of [*] per Equity Share, including a premium of Rs. [*] per Equity Share, aggregating up to Rs. [*] (the “Issue”).

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TABLE OF CONTENTS GLOSSARY OF TERMS / ABBREVIATIONS....................................................................................................2 NOTICE TO INVESTORS ....................................................................................................................................7 REPRESENTATIONS BY INVESTORS..............................................................................................................9 OFFSHORE DERIVATIVE INSTRUMENTS ....................................................................................................13 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ...............................................................................14 DISCLOSURE REQUIREMENTS UNDER THE COMPANIES ACT..............................................................15

PRESENTATION OF FINANCIAL, INDUSTRY, MARKET AND OTHER DATA........................................17 FORWARD-LOOKING STATEMENTS ............................................................................................................19 ENFORCEMENT OF CIVIL LIABILITIES .......................................................................................................20 RISK FACTORS..................................................................................................................................................21 SUMMARY OF THE BUSINESS.................................................................................................... ...................31 INDUSTRY OVERVIEW ....................................................................................................................................33 SUMMARY OF THE ISSUE.................................................................................................... ...........................40 USE OF PROCEEDS ..............................................................................................................................................41

CORPORATE INFORMATION AND ORGANIZATIONAL STRUCTURE ....................................................42 BUSINESS...........................................................................................................................................................45 CAPITALIZATION .................................................................................................... .........................................49 CAPITAL STRUCTURE .................................................................................................... .................................50 MARKET PRICE INFORMATION....................................................................................................................52 MAJOR SHAREHOLDERS.................................................................................................... ............................55 DIVIDENDS........................................................................................................................................................58 AUDITORS ..........................................................................................................................................................59

STATEMENT OF TAX BENEFITS …………………………………………………………………………….. 60 RELATED PARTY TRANSACTIONS.................................................................................................... ...........73

SELECT FINANCIAL INFORMATION ............................................................................................................77 BOARD OF DIRECTORS ……………….......................................................................................................................179 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....................................................................................................................................................181 REGULATIONS AND POLICIES.................................................................................................... ..................186 SECURITIES MARKET IN INDIA ......................................................................... ............................................190 LEGAL PROCEEDINGS......................................................................................................................................193 ISSUE PROCEDURE ...........................................................................................................................................195 SELLING RESTRICTIONS ............................................................................... ..................................................203 TRANSFER RESTRICTIONS................................................................................................... ...........................207 GENERAL INFORMATION................................................................................................................................208 DECLARATION ..................................................................................................................................................209

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GLOSSARY OF TERMS / ABBREVIATIONS The following list of certain capitalized terms used in this Placement Document is intended for the convenience of the reader/prospective investor only and is not exhaustive. The terms defined in this Placement Document shall have the meaning set forth in this section and unless the context otherwise implies, references to any statute or regulations or policies shall include amendments thereto, from time to time.

Company Related Terms:

Term Description “Sundaram Multi Pap”, “SMPL”, “Company”, “Issuer”

S u n d a r a m M u l t i P a p Limited, a public limited company incorporated under the Companies Act, 1956 and having CIN L21098MH1995PLC086337. It is clarified that references to “us”, “we” or “our” are to our Company, together with its Subsidiaries, on a consolidated basis

“Articles” or “Articles of Association” or “AoA”

The articles of association of our Company, as amended from time to Time

Auditors The Statutory Auditors of our Company, namely M/s Bhuta Shah & Co., LLP Chartered Accountants

“Board” or “Board of Directors” The Board of Directors of our Company or any duly constituted committee. Thereof Registered & Corporate Office The Registered and Corporate office of our Company is located at 5/6 Papa Industrial Estate, Suren Road, Andheri (East) Mumbai-400093, Maharashtra, India.

Director(s) The director(s) of our Company Equity Share(s) The equity share(s) of our Company having a face value of Re. 1/- each “Memorandum” or “Memorandum of Association” or “MoA”

The memorandum of association of our Company, as amended from time to time

Promoter The promoters of our Company Promoter Group The promoter group of our Company as determined in terms of

Regulation 2(1)(zb) of the ICDR Regulations Shareholder(s) Shareholders of our Company Subsidiaries The direct and indirect subsidiaries of our Company

Subsidiaries

Term Description

E-Class Education Systems Limited

To carry on the business in India or abroad to set up, establish, promote, encourage, provide, maintain, organize, franchise, undertake, manage, equip, develop, operate, conduct academic and non-academic education either on its own or in joint venture with other universities, academic, educational institutions, centers, schools, collages, institutes for the purpose of Imparting, spreading and promoting knowledge, learning, training, development and education through schools, collages, coaching classes, teaching classes for various exams and courses and to establish play school, pre-primary, secondary, under graduation, post-graduation, doctoral degree courses in all fields and/or faculties and to publish, supply education literature, learning materials in print, audio/visual, multimedia bases content, any digital or electronic based content, any digital or electronic media or any other form and to provide necessary infrastructure support and facilities as also effective and appropriate solutions, by any means by itself or through or its affiliates and/or other independent entities whether in India or abroad to students or abroad to students, corporates, entrepreneurs, investors and other persons and entities.

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Issue Related Terms Term Description

“Allocated” or “Allocation” The allocation of the Equity Shares following the determination of the Issue Price to QIBs on the basis of the Application Form submitted by them, by our Company in consultation with the Lead Manager and in compliance with Chapter VIII of the ICDR Regulations

“Allot” or “Allotted” or “Allotment”

Unless the context otherwise requires, the issue and allotment of the Equity Shares to be issued pursuant to the Issue

Allottees QIBs to whom the Equity Shares are issued and Allotted “Application Form” or “Bid-Cum Application Form”

The form (including any revisions thereof) pursuant to which a QIB shall submit a Bid for the Equity Shares in the Issue

Application An offer by a QIB pursuant to the Application Form for subscription of the Equity Shares under the Issue

Bid(s) Indication of interest of a Bidder, including all revisions and modifications thereto, as provided in the Application Form, to subscribe for the Equity Shares in the Issue

Bid/Issue Closing Date [*], which is the last date up to which the Application Forms shall be accepted

Bid/Issue Opening Date [*] Bid/Issue Period The period between the Bid/Issue Opening Date and the

Bid/Issue Closing Date inclusive of both days, during which prospective Bidders can submit their Bids

Bidder(s) Any prospective investor, being a QIB, who makes a Bid by submitting an Application Form in accordance with the provisions of the Preliminary Placement Document “Lead Manager” or

“LEAD MANAGER” D & A Financial Services (P) Limited

“Confirmation of Allocation Note” or “CAN”

The note or advice or intimation sent to QIBs confirming the Allocation to such QIBs after discovery of the Issue Price and requesting payment of the entire applicable Issue Price for the Equity Shares Allocated to such QIBs

Closing Date The date on which Allotment shall be made, i.e. on or about [* ]

Cut-off Price The minimum price at which the Issue Price shall be determined by our Company in consultation with the Lead Manager

Designated Date The date of credit of the equity shares to the Allottee’s demat account, as applicable to the respective Allottees.

Escrow Account The bank account opened by our Company with the Escrow Collection Bank pursuant to the Escrow Agreement, into which the application monies received towards subscription of the Equity Shares shall be deposited by the QIBs

Escrow Collection Bank YES Bank Limited Floor Price The floor price for the Issue, as calculated in accordance with

Regulation 85 of the ICDR Regulations, is Rs. [*] per Equity Share with reference to [*], as the Relevant Date. In accordance with the Shareholders’ special resolution dated August 29, 2016 and Regulation 85(1) of the ICDR Regulations, the Board mayat its absolute discretion, offer a discount of up to 5.00% to the FloorPrice.

Issue The offer and placement of the Equity Shares to QIBs, pursuant to Section 42 of the Companies Act, 2013, read with Rule 14 of the PAS Rules, and Chapter VIII of the ICDR Regulations.

Issue Price [*] per Equity Share Issue Size The issue of up to 3,00,00,000 Equity Shares aggregating up to

m a x i m u m o f Rupees 15 Crore Mutual Fund A mutual fund registered with the SEBI under the Securities and

Exchange Board of India (Mutual Funds) Regulations, 1996 Mutual Fund Portion 10% of the Equity Shares proposed to be Allotted in the Issue, which is

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Term Description available for Allocation to Mutual Funds

Pay-in Date The last date specified in the CAN sent to the Bidders, by which the Issue Price for the Equity Shares Allocated has to be paid

Placement Document This placement document dated [*], issued by our Company in accordance with the provisions of Section 42 of Companies Act, 2013, read with Rule 14 of the PAS Rules, and Chapter VIII of the ICDR Regulations.

Preliminary Placement Document The preliminary placement document dated November 15, 2016. “QIB” or “Qualified Institutional Buyers”

A qualified institutional buyer as defined under Regulation 2(1)(zd) of the and not excluded pursuant to Regulation 86(1)(b) of the ICDR Regulations

QIP Qualified institutions placement under Chapter VIII of the ICDR Regulations

Relevant Date November 15, 2016, being the date of the meeting in which the Board, decided to open the Issue

Stock Exchanges or “NSE” or “BSE”

National Stock Exchange of India Limited and BSE Limited.

Conventional and General Terms/Abbreviations

Term Description AGM The annual general meeting of the Shareholders AIF Alternative investment funds as defined in the Securities and Exchange

Board of India (Alternative Investment Funds) Regulations, 2012 AS Accounting standards issued by the Institute of Chartered Accountants

of India AY Assessment year

BSE BSE Limited NSE National Stock Exchange of India Limited Calendar Year Period of 12 months ended December 31 of that particular year CARO The Companies (Auditor’s Report) Order, 2015 Category III FPIs An FPI registered as a category III foreign portfolio investor under the

FPI Regulations Civil Code The Code of Civil Procedure, 1908 CIN Corporate identity number CIT Commissioner of Income Tax Companies Act The Companies Act, 2013 and the Companies Act, 1956, as the context

Requires Companies Act, 1956 The Companies Act, 1956, to the extent not repealed Companies Act, 2013 The Companies Act, 2013, as amended and the rules and clarifications

thereunder, to the extent notified Depositories Act The Depositories Act, 1996 Depository A depository registered with the SEBI under the Securities and

Exchange Board of India (Depositories and Participants) Regulations, 1996

Depository Participant A depository participant as defined under the Depositories Act, 1996 DIN Director identification number EGM An extraordinary general meeting of the shareholders

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Equity Listing Agreement The erstwhile listing agreement as had previously been entered into by our Company with each of the Stock Exchanges for the listing of the Equity Shares. In accordance with the requirements of Regulation 109 of the Listing Regulations, a listed entity which has previously entered into agreement(s) with recognized stock exchange(s)to list its securities is required to execute the Uniform Listing Agreement with such stock exchange(s) within six months of the date of notification of the Listing Regulations.

Term Description

Eligible FPI FPIs that are eligible to participate in the Issue and does not include Category III FPIs who are not allowed to participate in the Issue.

FDI Foreign direct investment FEMA The Foreign Exchange Management Act, 1999 and the rules,

regulations, notifications and circulars issued thereunder FEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a

Person Resident Outside India) Regulations, 2000 FII(s) Foreign institutional investors as defined under the FPI Regulations FII Regulations The Securities and Exchange Board of India (Foreign Institutional

Investors) Regulations, 1995 “Financial Year” or “Fiscal” Period of 12 months ended March 31 of that particular year, unless

otherwise stated FPI(s) Foreign portfolio investors as defined under the FPI Regulations and

Includes a person who has been registered under the FPI Regulations.

Any FII who holds a valid certificate of registration is deemed to be an FPI till the expiry of the block of three years for which fees have been paid as per the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995

FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

Form PAS-4 The Form PAS-4 prescribed under the PAS Rules FVCI A foreign venture capital investor as defined and registered with the

SEBI under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 registered with the SEBI under the applicable laws in India

GAAP Generally accepted accounting principles GDP Gross domestic product “Government” or “GoI” The Government of India, unless otherwise specified ICAI Institute of Chartered Accountants of India ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009 IFRS International Financial Reporting Standards of the International

Accounting Standards Board IND AS Indian Accounting Standards (IND AS) 101 “First-time Adoption of

Indian Accounting Standards” as notified by the Ministry of Corporate Affairs, Government, on February 25, 2011

India The Republic of India Indian GAAP The generally accepted accounting principles followed in India Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 ISIN International Securities Identification Number IT Information technology IT Act The Income Tax Act, 1961 ITAT Income Tax Appellate Tribunal Listing Regulations The Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 as notified by the SEBI, on September 02, 2015.

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MCA Ministry of Corporate Affairs MVAT The Maharashtra Value Added Tax Act, 2002 NRI Non-Resident Indian, being an individual resident outside India who is a

citizen of India or is an ‘overseas citizen of India’ cardholder, within the meaning of Section 7(A) of the Citizenship Act, 1955.

P.A Per Annum P/E Ratio Price/Earnings Ratio PAN Permanent Account Number PAS Rules The Companies (Prospectus and Allotment of Securities) Rules, 2014

Term Description

RBI The Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act ROC The Registrar of Companies Mumbai, Maharashtra Re./ Rs./ Rupee(s) The legal currency of India RTGS Real-Time Gross Settlement R&D Research and development SC Supreme Court of India SCRA The Securities Contracts (Regulation) Act, 1956 SCRR The Securities Contracts (Regulation) Rules, 1957 SEBI The Securities and Exchange Board of India SEBI Act The Securities and Exchange Board of India Act, 1992 STT Securities transaction tax Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011 Uniform Listing Agreement The uniform listing agreement as notified by the SEBI, on October 13,

2015. Our Company has entered into the uniform listing agreement for continuing the listing of its Equity Shares with BSE pursuant to requirements of Regulation 109 of the Listing Regulations.

Unpublished Price Sensitive Information

Unpublished price sensitive information as defined in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

“USA” or “US” United States of America US$/U.S. dollar United States Dollars VCF A Venture Capital Fund as defined and registered with SEBI under the

Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996

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NOTICE TO INVESTORS Our Company has furnished and accepts full responsibility for all of the information contained in this Placement Document and having made all reasonable enquiries, confirms, to the best of its knowledge and belief, that this Placement Document contains all information with respect to our Company, its Subsidiaries and the Equity Shares, which is material in the context of the Issue. The statements contained in this Placement Document relating to our Company, its Subsidiaries and the Equity Shares are, in all material respects, true and accurate and not misleading. The opinions and intentions expressed in this Placement Document with regard to our Company, its Subsidiaries and the Equity Shares are honestly held, have been reached after considering all relevant circumstances, are based on information presently available to our Company and are based on reasonable assumptions. There are no other facts in relation to our Company, its Subsidiaries and the Equity Shares, the omission of which would, in the context of the Issue, make any statement in this Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by our Company to ascertain such facts and to verify the accuracy of all such information and statements. Each person receiving this Placement Document acknowledges that such person has neither relied on the Lead Manager nor on any of its shareholders, employees, counsels, officers, directors, representatives, agents or affiliates in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of our Company, its Subsidiaries and the merits and risks involved in investing in the Equity Shares. Any prospective investor should not construe anything in this Placement Document as legal, business, tax, accounting or investment advice. No person is authorized to give any information or to make any representation not contained in this Placement Document and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of our Company or the Lead Manager. The delivery of this Placement Document at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The distribution of this Placement Document or the disclosure of its contents without the prior consent of our Company to any person, other than QIBs whose names are recorded by our Company prior to the invitation to subscribe to the Issue (in consultation with the Lead Manager or its representatives) and those retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document. The Equity Shares have not been and will not be registered under the U.S. Securities Act or the laws of any state of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares are being offered and sold only outside the United States in “offshore transactions” (as defined in Regulations) in accordance with Regulations and the applicable laws of the jurisdictions where those offers and sales occur. The Equity Shares are transferable only in accordance with the restrictions described in the sections titled “Selling Restrictions” and “Transfer Restrictions”. Purchasers of the Equity Shares will be deemed to make the representations set forth in the sections titled “Representations by Investors” and “Transfer Restrictions”. The distribution of this Placement Document and the issue of the Equity Shares in certain jurisdictions may be restricted by law. As such, this Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by our Company or the Lead Manager which would permit an Issue of the Equity Shares or distribution of this Placement Document in any jurisdiction, other than India. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Placement Document nor any Issue materials in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction that would require registration of the Equity Shares in such country or jurisdiction. See the sections titled “Selling Restrictions” and “Transfer Restrictions”. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Issue, including the merits and risks involved. Investors should not construe the contents of this Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to investment, legal, tax, accounting and related matters concerning the Issue. In addition, neither our Company nor the Lead Manager is making any representation to any offeree or purchaser of the Equity Shares regarding the legality of an investment in the Equity Shares by such offeree or purchaser under

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applicable legal, investment or similar laws or regulations. Each purchaser of the Equity Shares is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in our Company under Chapter VIII of the ICDR Regulations and is not prohibited by SEBI or any other regulatory authority from buying, selling or dealing in securities. Each purchaser of the Equity Shares also acknowledges that it has been afforded an opportunity to request from our Company and review information pertaining to our Company and the Equity Shares. Each subscriber of the Equity Shares in the Issue is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in our Company under Indian law, including Section 42 of the Companies Act 2013, read with Rule 14 of the PAS Rules, and Chapter VIII of the ICDR Regulations and that they are not prohibited by the SEBI or any other statutory authority from buying, selling or dealing in securities including the Equity Shares. The information on our Company’s website or any website directly or indirectly linked to our Company’s website i.e. www.sundaramgroups.in or the website of the Book Running Lead Manager or its affiliates, does not constitute or form part of this Placement Document. Prospective investors should not rely on the information contained in, or available through such websites. This Placement Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by the terms and conditions of such documents.

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REPRESENTATIONS BY INVESTORS

By Bidding for and/or subscribing to any Equity Shares offered in the Issue, you are deemed to have represented, warranted, acknowledged and agreed with/to the Company and the Lead Manager as follows:

1. you are an eligible QIB, as defined in Regulation 2(1)(zd) of the ICDR Regulations and not excluded

pursuant to Regulation 86 of the ICDR Regulations, having a valid and existing registration under the applicable laws and regulations of India and undertake to acquire, hold, manage or dispose of any Equity Shares that are Allocated to you in accordance with Chapter VIII of the ICDR Regulations;

2. you undertake to comply with the ICDR Regulations, the Companies Act and all other applicable laws,

including any reporting requirements prescribed under such laws;

3. if you are not a resident of India, you are an eligible QIB, and (i) you are an FPI including an FII (including a sub-account other than a sub-account which is a foreign corporate or a foreign individual) and (ii) have a valid and existing registration with SEBI under the applicable laws in India and (iii) or a multilateral or bilateral development financial institution or an FVCI. You are investing in this Issue under the portfolio investment scheme and will make all necessary filings with the appropriate regulatory authorities, as required, pursuant to applicable laws;

4. you are eligible to invest in India under applicable laws, including the FEMA Regulations, and any

notifications, circulars or clarifications issued thereunder, and have not been prohibited by the SEBI or any other regulatory authority, from buying, selling or dealing in securities;

5. you will make all necessary filings with appropriate regulatory authorities, including the RBI, as maybe

required under applicable laws;

6. you confirm that if you are Allotted the equity shares pursuant to the Issue, you shall not, for a period of one year from the date of Allotment, sell the equity shares so acquired except on a recognized stock exchange;

7. you are aware that the Equity Shares have not been and will not be offered and/or sold through a

prospectus under the Companies Act, the ICDR Regulations or under any other law in force in India. Further, you are aware that this Placement Document has not been verified or affirmed by the RBI, the SEBI, the ROC, the Stock Exchange or any other regulatory or statutory authority and is intended only for use by QIBs;

8. you are aware that this Placement Document has been filed with the Stock Exchange for record

purposes only and has been displayed on the websites of our Company and the Stock Exchange. Further, you are aware that the Company is required to make the requisite filings in relation to the Issue with the ROC and the SEBI within the time periods prescribed under the Companies Act and the PAS Rules;

9. you have fully observed such laws and obtained all such governmental and other consents which may

be required thereunder and complied with all necessary requirements;

10. you are aware that additional requirements are applicable to you if are any jurisdiction other than India. For details, see the section titled “Selling Restrictions” and “Transfer Restrictions”. You are able to purchase the Equity Shares in compliance with the legal requirements described in the section titled “Selling Restrictions”.

11. you are entitled to acquire the Equity Shares under the laws of all relevant jurisdictions that apply to

you and that you have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Placement Document), and will honour such obligations;

12. you confirm that, either: (i) you have not participated in or attended any investor meetings or

presentations by our Company or its agents (“Company’s Presentations”) with regard to our Company or the Issue; or (ii) if you have participated in or attended any Company’s Presentations: (a)

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you understand and acknowledge that the Lead Manager may not have knowledge of any information, answers, materials, documents and statements that our Company or its agents may have made at such Company’s Presentations and are therefore unable to determine whether the information provided to you at such Company’s Presentations may have included any material misstatements or omissions, and, accordingly you acknowledge that the Lead Manager has advised you not to rely in any way on any information that was provided to you at such Company’s Presentations, and (b) confirm that you have not been provided any material information that was not publicly available;

13. neither our Company nor the Lead Manager nor any of its shareholders, directors, officers,

employees, counsels, representatives, agents or affiliates is making any recommendations to you or advising you regarding the suitability of an investment in the Equity Shares offered in the Issue and that participation in the Issue is on the basis that you are not and will not, up to the Allotment, be a client of the Lead Manager and that the Lead Manager or any of its shareholders, employees, counsels, officers, directors, representatives, agents or affiliates have no duties or responsibilities to you for providing the protection afforded to their clients or for providing advice in relation to the Issue and are in no way acting in a fiduciary capacity to you;

14. you are aware that our Company is required to disclose details such as your name, address and the

number of Equity Shares Allotted to you to the RoC and the SEBI in accordance with applicable laws, and you consent to such disclosures. Further, if you are one of the top ten shareholders of our Company, our Company will be required to make a filing with the RoC within 15 days of the Allotment as per Section 93 of the Companies Act, 2013;

15. you are aware that if you are Allotted more than 5% of the Equity Shares in the Issue, our Company

shall be required to disclose your name and the number of Equity Shares Allotted to you to the Stock Exchange, and they will make the same available on their websites and you consent to such disclosures;

16. you understand that all statements other than statements of historical fact included in this Placement

Document, including, without limitation, those regarding our Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to our Company’s business), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our Company’s present and future business strategies and environment in which our Company will operate in the future. Thus, you understand that you should not place undue reliance on forward-looking statements, which speak only as of the date of this Placement Document. You understand and acknowledge that the Company and the Lead Manager assume no responsibility to update any of the forward-looking statements contained in this Placement Document;

17. you have been provided a serially numbered copy of this Placement Document and have read this

Placement Document in its entirety, including, in particular, the sections titled “Risk Factors” and “Forward-Looking Statements”;

18. you are aware and understand that the Equity Shares are being offered only to QIBs and are not being

offered to the general public and the Allotment of the same shall be on a discretionary basis;

19. that in making your investment decision, (i) you have relied on your own examination of our Company, its Subsidiaries and the terms of the Issue, including the merits and risks involved, (ii) you have consulted your own independent advisors or otherwise have satisfied yourself concerning without limitation, the effects of local laws and taxation matters, (iii) you have relied solely on the information contained in this Placement Document, which has been independently prepared and provided solely by our Company, and no other disclosure or representation by our Company or any other party; (iv) you have received all information that you believe is necessary or appropriate in order to make an investment decision in respect of the Equity Shares; (v) you have made your own assessment of us, the Equity Shares and the terms of the Issue; and (vi) you have relied upon your own investigation and resources in deciding to invest in this Issue;

11

20. you are a sophisticated investor and have such knowledge and experience in financial investment and business matters as to be capable of evaluating the merits and risks of the investment in the Equity Shares. You and any accounts for which you are subscribing the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares; (ii) will not look to our Company and/or the Lead Manager or any of their respective shareholders, employees, counsel, officers, directors, representatives, agents or affiliates for all or part of any such loss or losses that may be suffered; (iii) are able to sustain a complete loss on the investment in the Equity Shares; (iv) you have sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risk of the purchase of the Equity Shares; (v) have no need for liquidity with respect to the investment in the Equity Shares, and (vi) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Equity Shares. You seek to purchase the Equity Shares in the Issue for your investment purposes and not with a view for resale or distribution;

21. you understand that our Company or the Lead Manager or any of its shareholders, directors,

officers, employees, counsels, representatives, agents or affiliates have not provided you with any tax advice or otherwise made any representations regarding the tax consequences of subscription, ownership or disposal of the Equity Shares (including but not limited to the Issue and the use of the proceeds from the Equity Shares). You will obtain your own independent tax advice and will not rely on the Book Running Lead Manager or any of its shareholders, employees, counsels, officers, directors, representatives, agents or affiliates or our Company when evaluating the tax consequences in relation to the Equity Shares (including but not limited to the Issue and the use of the proceeds from the Issue). You waive and agree not to assert any claim against the Lead Manager or any of their shareholders, employees, counsels, officers, directors, representatives, agents or affiliates or our Company with respect to the tax aspects of the Equity Shares or as a result of any tax audits by tax authorities, wherever situated;

22. that where you are acquiring the Equity Shares for one or more managed accounts, you represent and

warrant that you are authorized in writing by each such managed account to acquire the Equity Shares for each managed account and to make (and you hereby make) the representations, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “you” to include such accounts;

23. you are not a ‘promoter’ (as defined under the ICDR Regulations) of the Company or a person related

to any ‘promoter’, either directly or indirectly, and your Application does not directly or indirectly represent the Promoter(s) or Promoter Group or group companies of the Promoter(s) of our Company;

24. you have no rights under any shareholders’ agreement or voting agreement with the ‘promoter’ (as

defined under the ICDR Regulations) or a person related to any ‘promoter’, nor any veto right or right to appoint any nominee director on the Board of Directors other than the rights you may have acquired in the capacity of a lender, and where such acquisition has not and will not result in you being deemed to be a ‘promoter’, a person related to the Promoter(s) or Promoter Group or group companies of the Promoter(s) of our Company;

25. you are aware, understand and agree that you have no right to withdraw your Application after the

Bid/Issue Closing Date;

26. you are eligible, including without limitation under applicable law, to apply for and hold the Equity Shares so Allotted and together with any securities of our Company held by you prior to the Issue. You further confirm that your aggregate holding in our Company upon the issue and Allotment shall not exceed the level permissible as per any applicable laws;

27. that the Application Form submitted by you would not at any stage result, directly or indirectly, in

triggering any requirement to make a public announcement to acquire Equity Shares in accordance with the Takeover Regulations;

28. to the best of your knowledge and belief, your aggregate holding together with other allottees

belonging to the same group or are under common control as you, pursuant to the Allotment shall not exceed 50% of the Issue Size. For the purposes of this representation: i. The expression “Belongs to the Same Group” shall be interpreted by applying the concept of

“Company under the same Group” as provided in sub section11 of section 372 of the Companies Act, 1956.

12

ii. “Control” shall have the same meaning as is assigned to it by clause 1(e) of Regulation 2 of the

Takeover Regulations.

29. you understand that the Equity Shares will, when issued, be credited as fully paid and will rank pari- passu in all respects with the existing Equity Shares including the right to receive all dividends and other distributions declared, made or paid in respect of the Equity Shares after the date of issue of the Equity Shares;

30. you are aware that (i) applications for in-principle approval, in terms of Regulation 28(1) of the Listing

Regulations, for listing and admission of the Equity Shares and for trading on the Stock Exchange, were made and such approval has been received from the Stock Exchange, and (ii) the application for the final listing and trading approval will be made only after Allotment. Our Company shall not be responsible for any delay or non-receipt of such final approvals or any loss arising from such delay or non-receipt;

31. you shall not undertake any trade in the Equity Shares credited to your beneficiary account until such

time that the final listing and trading approval for the Equity Shares are issued by the Stock Exchange;

32. you understand that the contents of this Placement Document are exclusively the responsibility of our Company and that neither the Lead Manager nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Placement Document or any information previously published by or on behalf of our Company and will not be liable for your decision to participate in the Issue based on any information, representation or statement contained in this Placement Document or otherwise. By participating in the Issue, you agree to the same and confirm that the only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the Equity Shares is contained in this Placement Document, such information being all that you deem necessary to make an investment decision in respect of the Equity Shares and you have neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Lead Manager or our Company or any other person and neither the Lead Manager nor our Company nor any other person will be liable for your decision to participate in the Issue based on any other information, representation, warranty or statement that you may have obtained or received;

33. you understand that the Lead Manager does not have any obligation to purchase or acquire all or

any part of the Equity Shares purchased by you in the Issue or to support any losses directly or indirectly sustained or incurred by you for any reason whatsoever in connection with the Issue, including non-performance by us of any of our respective obligations or any breach of any representations or warranties by us, whether to you or otherwise;

34. Any dispute arising in connection with the Issue will be governed by and construed in accordance with

the laws of the Republic of India and the courts at Mumbai, India, India shall have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Issue;

35. That each of the representations, warranties, acknowledgements and agreements set forth above shall

continue to be true and accurate at all times up to and including the Allotment, listing and trading of the Equity Shares in the Issue;

36. You agree to indemnify and hold our Company and the Lead Manager harmless from any and all costs,

claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, and agreements in this section. You agree that the indemnity set forth in this section shall survive the resale of the Equity Shares by or on behalf of the managed accounts;

37. you understand that our Company, the Lead Manager, its respective affiliates and others will rely on

the truth and accuracy of the foregoing representations, agreements, warranties, acknowledgements and undertakings, which are given to the Lead Manager on its own behalf and on behalf of our Company and are irrevocable and it is agreed that if any of such representations, warranties, acknowledgements and undertakings are no longer accurate, you will promptly notify our Company and the Lead Manager; and

38. you have made, or been deemed to have made, as applicable, the representations set forth in this section, namely “Representations By Investors”.

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OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of the FPI Regulations, FPIs (other than Category III FPIs, as defined in the FPI Regulations, and unregulated broad based funds, which are classified as Category II FPIs (as defined in the FPI Regulations) by virtue of their investment manager being appropriately regulated unless such FPIs have entered into an offshore derivative instrument with an FII prior to January 7, 2014 or were registered as clients of an FII prior to January 7, 2014), including the affiliates of the Lead Manager, may issue or otherwise deal in offshore derivative instruments such as participatory notes, equity-linked notes or any other similar instruments against underlying securities, listed or proposed to be listed on any recognized stock exchange in India, such as the Equity Shares (all such offshore derivative instruments are referred to herein as “P-Notes”), for which they may receive compensation from the purchasers of such instruments. P-Notes may be issued only in favor of those entities which are regulated by any appropriate foreign regulatory authorities in the countries of their incorporation or establishment subject to compliance with “know your client” requirements. An FPI shall also ensure that further issue or transfer of any P-Note issued by or on behalf of it, is made only to persons who are regulated by appropriate foreign regulatory authorities. P-Notes have not been and are not being offered or sold pursuant to this Placement Document. This Placement Document does not contain any information concerning P-Notes, including, without limitation, any information regarding any risk factors relating thereto.

In terms of the FPI Regulations, the issue of equity shares to a single FPI or an investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to be 10% or above of the total issued capital of a company. As per the circular issued by SEBI on November 24, 2014, these investment restrictions shall also apply to subscribers of offshore derivative instruments. Two or more subscribers of offshore derivative instruments having a common beneficial owner shall be considered together as a single subscriber of the offshore derivative instruments. In the event an investor has investments as a FPI and as a subscriber of offshore derivative instruments, these investment restrictions shall apply on the aggregate of the FPI and offshore derivative instruments investments held in the underlying company.

Any P-Notes that may be issued are not securities of our Company and do not constitute any obligation of, claims on or interests in our Company. Our Company has not participated in any offer of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any disclosure related to the P-Notes. Any P- Notes that may be offered are issued by, and are the sole obligations of, third parties that are unrelated to our Company. Our Company and the Lead Manager does not make any recommendation as to any investment in P-Notes and does not accept any responsibility whatsoever in connection with the P-Notes. Any P-Notes that may be issued are not securities of the Lead Manager and do not constitute any obligations of or claims on the Lead Manager. FII of FPI affiliates of the Lead Manager may purchase, the Equity Shares to the extent permissible under law and may issue P-Notes in respect thereof.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosures as to the issuers of such P-Notes and the terms and conditions of any such P-Notes. Neither the SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any disclosure related thereto. Prospective investors are urged to consult their own financial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in compliance with applicable laws and regulations.

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DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Placement Document has been submitted to the NSE and BSE. The NSE and BSE does not in any manner:

1. warrant, certify or endorse the correctness or completeness of any of the contents of this Placement

Document; or

2. warrant that the Equity Shares will be listed or will continue to be listed on the NSE and BSE; or

3. take any responsibility for the financial or other soundness of the Company, its Promoters, its management or any scheme or project of the Company;

and it should not for any reason be deemed or construed to mean that this Placement Document has been cleared or approved by the NSE and BSE. Every person who desires to apply for or otherwise acquire any Equity Shares may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against NSE and BSE whatsoever, by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition, whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

15

DISCLOSURE REQUIREMENTS UNDER THE COMPANIES ACT, 2013

The table below sets out the disclosure requirements as provided in Form PAS-4 under the PAS Rules and the relevant pages in this Placement Document where these disclosures, to the extent applicable, have been provided.

#

Disclosure Requirement Relevant Page of This Document

1. GENERAL INFORMATION a. Name, address, website and other contact details of the company indicating

both registered office and corporate office; Cover Page b. Date of incorporation of the company; 43 c. Business carried on by the company and its subsidiaries with the details of

branches or units, if any; 45 d. Brief particulars of the management of the company; 179 e. Names, addresses, DIN and occupations of the directors; 179 f. Management’s perception of risk factors; 22-31 g. Details of default, if any, including therein the amount involved, duration of

default and present status, in repayment of – Not Applicable

(i) statutory dues; Not Applicable (ii) debentures and interest thereon; Not Applicable (iii) deposits and interest thereon; Not Applicable (iv) loan from any bank or financial institution and interest thereon. Not Applicable h. Names, designation, address and phone number, email ID of the nodal /

compliance officer of the company, if any, for the private placement offer process;

-

2. PARTICULARS OF THE OFFER a. Date of passing of board resolution; 25th July, 2016 b. Date of passing of resolution in the general meeting, authorizing the offer of securities; 29th August, 2016 c. Kinds of securities offered (i.e. whether share or debenture) and class of security; Equity d. Price at which the security is being offered including the premium, if any, along with

justification of the price; Cover Page e. Name and address of the valuer who performed valuation of the security offered; Not Applicable f. Amount which the company intends to raise by way of securities; Cover Page g. Terms of raising of securities: 40 (i) Duration, if applicable; Not Applicable (ii) Rate of dividend; or Not Applicable (iii) Rate of interest; Not Applicable (iv) Mode of payment; and Not Applicable (v) Repayment; Not Applicable h. Proposed time schedule for which the offer letter is valid; 60 Days i. Purposes and objects of the offer; 41 j. Contribution being made by the promoters or directors either as part of the offer or

separately in furtherance of such objects; Not Applicable

k. Principle terms of assets charged as security, if applicable; Not Applicable 3. DISCLOSURES WITH R E G A R D TO I N T E R E S T OF D I R E C T O R S ,

LITIGATION ETC. i. Any financial or other material interest of the directors, promoters or key managerial

personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.

Not Applicable

ii. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.

193

iii. Remuneration of directors (during the current year and last three financial years). 106,142,174

iv. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided.

105,140,173

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v. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark.

vi. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section- wise details thereof for the company and all of its subsidiaries.

Not Applicable

vii. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company. Not Applicable

4. FINANCIAL POSITION OF THE COMPANY a. the capital structure of the company in the following manner in a tabular form-

(i)(a) the authorized, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value); 50

(b) size of the present offer; 50 (c) paid up capital:

(A) after the offer; (B) After conversion of convertible instruments (if applicable).

50

(d) Share premium account (before and after the offer). 49 (ii) the details of the existing share capital of the issuer company in a tabular form,

indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration.

50

Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.

51

b. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter. 86,119,153

c. Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid). 58

d. A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter. 85,118,152

e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter. 87,120,54

f. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company. 94,128,161

5. A DECLARATION BY THE DIRECTORS THAT a. the company has complied with the provisions of the Act and the rules made

thereunder. 210

b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government.

210

c. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter. 210

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PRESENTATION OF FINANCIAL, INDUSTRY, MARKET AND OTHER DATA Certain Conventions

In this Placement Document, unless otherwise specified or the context otherwise indicates or implies, references to “you”, “your”, “offeree”, “purchaser”, “subscriber”, “recipient”, “investors”, “prospective investors” and “potential investor” are to the prospective investors of Equity Shares in the Issue and references to the “Issuer”, “our Company” or “Sundaram Multi Pap”, are to the Sundaram Multi Pap Limited, and references to “we”, “us”, or “our”, or similar terms are to Multi Pap Sundaram Limited and its Subsidiaries unless the context otherwise requires.

References in this Placement Document to “India” are to the Republic of India and its territories and possessions and the “Government” or the “central government” or the “state government” is to the Government of India, central or state, as applicable. References to the singular also refer to the plural and one gender also refers to any other gender, wherever applicable.

Financial and Other Information

The audited consolidated financial statements of the Company for the Fiscals 2016, 2015 and 2014 (collectively, the “Audited Consolidated Financial Statements”) and the audited standalone financial statements of the Company for the Fiscals 2016, 2015 and 2014 (collectively, the “Audited Standalone Financial Statements”, and together with the Audited Consolidated Financial Statements, the “Audited Financial Statements”), have been included in this Placement Document. See “Financial Statements”.

Our Company has prepared its Financial Statements in Rupees in accordance with Indian GAAP, the Companies Act and the guidelines issued by the RBI, as applicable and have been audited or reviewed, as applicable, by the Auditors in accordance with the applicable generally accepted auditing standards in India prescribed by the ICAI. The Financial Statements prepared in accordance with Indian GAAP differ in certain important aspects from U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. We have not attempted to quantify the impact of U.S. GAAP on the financial data included in this Placement Document, nor do we provide a reconciliation of our Financial Statements to those of U.S. GAAP. Accordingly, the degree to which the Financial Statements prepared in accordance with Indian GAAP included in this Placement Document will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian GAAP. Any reliance by persons not familiar with Indian GAAP on the financial disclosures presented in this Placement Document should accordingly be limited. In this Placement Document, references to “US$” and “U.S. dollars” are to the legal currency of the United States and references to, “Rs.” and “Rupees” are to the legal currency of India.

The financial information relating to our Company herein have been converted from crores, lakhs or thousands, as the case may be, into millions and shown to the nearest two decimal places. References to “lakhs” and “crores” in this Placement Document are to the following: One lakh represents 100,000 (one hundred thousand); and One crore represents 10,000,000 (ten million).

In this Placement Document, certain monetary thresholds have been subjected to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

The fiscal year of our Company commences on April 1 of each calendar year and ends on March 31 of the succeeding calendar year. Unless otherwise stated, references in this Placement Document to a particular year are to the calendar year ended on December 31, and to a particular “fiscal year” or “financial year” are to the 12 months ended on March 31.

Industry and Market Data

Information regarding market position, growth rates, other industry data and certain industry forecasts pertaining to the businesses of our Company contained in this Placement Document consists of estimates based on data reports compiled by government bodies, data reports compiled by professional organizations and analysts, data from other external sources and knowledge of the markets in which we compete. Unless stated otherwise, the statistical information included in this Placement Document relating to the industry in which we operate has been reproduced from various trade, industry and government publications and websites. This data is subject to change and cannot be verified with certainty due to limits on the availability and reliability of the

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raw data and other limitations and uncertainties inherent in any statistical survey. Neither our Company nor the Lead Manager has independently verified this data and do not make any representation regarding accuracy or completeness of such data. Our Company takes responsibility for accurately reproducing such information but accept no further responsibility in respect of such information and data. In many cases, there is no readily available external information (whether from trade or industry associations, government bodies or other organizations) to validate market-related analyses and estimates, so our Company has relied on internally developed estimates. The information and publications used to prepare the Industry section in this Placement Document is based on information as of a specific date and may no longer be current or reflect current trends. Finally, the sources and publications used to prepare this information may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors should not place undue reliance on, or base their investment decision on, any such information included in this Placement Document. The extent to which the market and industry data used in this Placement Document is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.

Exchange Rate Information Fluctuations in the exchange rate between the Rupee and foreign currency will affect the foreign currency equivalent of the Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will also affect the conversion into foreign currency of any cash dividends paid in Rupees on the Equity Shares. The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the U.S. dollar (in Rupees per U.S. dollar), for the periods indicated.

(Rs. per US$) Period Period End Average* High* Low* Fiscal 2015 62.59 61.15 63.75 58.43 2014 60.10 60.50 68.36 53.74 2013 61.90 58.63 68.36 52.97 Month Ended October 31, 2016 66.86 66.75 66.89 66.53 September 30, 2016 66.66 66.74 67.06 66.36 August 31, 2016 66.98 66.94 67.19 66.74 July 31, 2016 67.03 67.21 67.50 66.91 June 30, 2016 67.62 67.30 68.01 66.63 May 31, 2016 67.20 66.90 66.91 66.26

Source: www.rbi.org.in *Note: High, low and average are based on the RBI reference rates The exchange rate on November 12, 2016 was Rs. 67.03 per US$ 1. The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the Euro (in Rupees per Euro 1), for the periods indicated.

(Rs. per Euro 1) Period Period End Average* High* Low* Fiscal 2015 67.51 77.47 84.52 65.94 2014 82.58 81.14 91.47 69.59 2013 85.36 77.94 91.47 69.54 Month Ended October 31, 2016 72.91 73.61 74.72 72.79 September 30, 2016 74.75 74.83 75.36 74.17 August 31, 2016 74.62 75.00 76.04 74.06 July 31, 2016 74.27 74.36 75.03 73.80 June 30, 2016 75.01 75.57 76.54 74.88 May 31, 2016 74.79 75.69 76.61 74.79

Source: www.rbi.org.in *Note: High, low and average are based on the RBI reference rates The exchange rate on November 12, 2016 was Rs. 73.11 per Euro 1

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FORWARD-LOOKING STATEMENTS

All statements contained in this Placement Document that are not statements of historical fact constitute ‘Forward-looking statements’. Investors can generally identify forward-looking statements by terminology such as ‘aim’, ‘anticipate’, ‘are likely’ ‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘expected to’, ‘intend’, ‘is likely’, ‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘should’, ‘will’, ‘will achieve’, ‘will continue’, ‘will likely result’, ‘would’, or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements.

All statements regarding our Company’s expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company’s business strategy, planned projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts), new business and other matters discussed in this Placement Document that are not historical facts. These forward-looking statements contained in this Placement Document (whether made by our Company or any third party), are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause the actual results, performances and achievements of our Company to be materially different from any of the forward- looking statements include, among others:

dependence on a limited number of clients, and a loss of or significant decrease in business from them; fluctuation in the prices of raw materials; slowdown in end-user industries; failure in implementing our strategies; difficulty in integrating and managing strategic investments and alliances, acquisitions and mergers in

the future; inability to accurately forecast demand for our products and plan production schedules in advance; volatility in the cost and availability of raw materials; interruptions at our manufacturing facilities; general, political, social and economic conditions in India and elsewhere; inability to attract or retain senior management and key managerial personnel; exchange rate fluctuation; changing laws, rules, regulations, Government policies and legal uncertainties; and slowdown in economic growth in India or the other countries in which we operate.

Additional factors that could cause actual results, performance or achievements of our Company to differ materially include, but are not limited to, those discussed under the sections titled “Risk Factors”, “Industry Overview”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. By their nature, market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains, losses or impact or net interest income and net income could materially differ from those that have been estimated, expressed or implied by such forward- looking statements or other projections. The forward-looking statements contained in this Placement Document are based on the beliefs of the management, as well as the assumptions made by, and information currently available to, the management of our Company. Although our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. In any event, these statements speak only as of the date of this Placement Document or the respective dates indicated in this Placement Document, and our Company undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise. If any of these risks and uncertainties materialize, or if any of our Company’s underlying assumptions prove to be incorrect, the actual results of operations or financial condition of our Company could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements.

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ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a limited liability public company incorporated under the laws of India. All of our Company’s Directors and key managerial personnel are residents of India and all or a substantial portion of the assets of our Company and such persons are located in India. As a result, it may not be possible for investors to affect service of process upon our Company or such persons in India, or to enforce judgments obtained against such parties in courts outside of India.

Recognition and enforcement of foreign judgments are provided for under Section 13 and Section 44A of the Civil Code on a statutory basis. Section 13 of the Civil Code provides that foreign judgments shall be conclusive as to any matter thereby directly adjudicated upon between the same parties or between parties under whom they or any of them claim litigating under the same title except where:

(a) the judgment has not been pronounced by a court of competent jurisdiction; (b) the judgment has not been given on the merits of the case; (c) it appears on the face of the proceedings to be founded on an incorrect view of international law or a

refusal to recognize the law of India in cases in which such law is applicable; (d) the proceedings in which the judgment was obtained are opposed to natural justice; (e) the judgment has been obtained by fraud; and (f) the judgment sustains a claim founded on a breach of any law in force in India.

Under the Civil Code, a court in India shall presume, upon the production of any document purporting to be a certified copy of a foreign judgment, that such judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on the record; but such presumption may be displaced by proving want of jurisdiction.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. However, Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court, within the meaning of that Section, in any country or territory outside India which t he Government has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty and does not include arbitration awards.

The United Kingdom, Singapore and Hong Kong, amongst others have been declared by the Government to be a “reciprocating territory” for the purposes of Section 44A of the Civil Code, but the United States of America has not been so declared. A judgment of a court of a country which is not a reciprocating territory may be enforced only by a fresh suit upon the judgment and not by proceedings in execution. Such a suit has to be filed in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. A judgment of a superior court of a country which is a reciprocating territory may be enforced by proceedings in execution, and a judgment not of a superior court, by a fresh suit resulting in a judgment or order. The latter suit has to be filed in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action were to be brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court was of the view that the amount of damages awarded was excessive or inconsistent with public policy, and is uncertain whether an Indian court would enforce foreign judgments that would contravene or violate Indian law. Further, any judgment or award in a foreign currency would be converted into Rupees on the date of such judgment or award and not on the date of payment. A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to repatriate outside India any amount recovered, and any such amount may be subject to income tax in accordance with applicable laws. Our Company cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to considerable delays.

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RISK FACTORS

This offering and an investment in Equity Shares involve a high degree of risk. This section describes the risks that we currently believe may materially affect our business and operations. You should carefully consider the following, in addition to any forward-looking statements and the cautionary statements in this Placement Document and the other information contained in this Placement Document, before making any investment decision relating to the Equity Shares. Prospective investors should read this section in conjunction with the sections ‘Business’, ‘Industry Overview’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ as well as other financial and statistical information contained in this Placement Document. Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Placement Document before making any investment decision relating to our Equity Shares. The occurrence of any of the following events, or the occurrence of other risks that are not currently known or are now deemed immaterial, could cause our business, results of operations, cash flows, financial condition and prospects to suffer and could cause the market price of our Equity Shares to decline or fall significantly and you may lose all or part of your investment.

The risks described below are not the only ones relevant to us or the Equity Shares. Additional risks that may be unknown to us and some risks that we do not currently believe to be material could subsequently turn out to be material. Although we seek to mitigate or minimize these risks, one or more of a combination of these risks could materially and adversely impact our business, financial condition and results of operations. Investors should pay particular attention to the fact that our Company is an Indian company and is subject to a legal and regulatory regime which in some respects may be different from that applicable in other countries. Investors should consult tax, financial and legal advisors about the particular consequences of an investment in the Issue.

Unless otherwise indicated, all financial information included in this section has been derived from our Audited Consolidated Financial Statements for the Fiscals 2014, 2015 and 2016, included elsewhere in this Placement Document.

INTERNAL RISK FACTORS

Our indebtedness and the conditions and restrictions imposed by our financing agreements could adversely affect our ability to conduct our business and operations

Our indebtedness and the restrictive covenants imposed upon us with certain debt facilities could restrict our ability to conduct our business and grow our operations, which would adversely affect our financial condition and results of operations. We may in the future incur additional indebtedness in connection with our operations.

Our indebtedness could have several important consequences on our future financial results and business prospects, including but not limited to the following:

a substantial portion of our cash flow will be used towards servicing and repayment of our existing debt, which

will reduce the availability of cash flow to fund working capital, capital expenditures, acquisitions and other general corporate requirements;

our ability to obtain additional financing in the future or renegotiate or refinance our existing indebtedness on terms favorable to us may be limited;

fluctuations in market interest rates will affect the cost of our borrowings; we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive

pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions;

we may have difficulty satisfying payment and other obligations under our existing financing arrangements and an inability to comply with these requirements could result in an event of default, acceleration of our repayment obligations and enforcement of related security interests over our assets; and

we may be restricted from making dividend payments to our shareholders under certain circumstances.

There are certain restrictive covenants in the arrangement we have entered into with our lenders. Under the terms of certain of our Company’s debt agreements, we are required to send intimation to our lenders for creating, assuming or incurring any additional long-term indebtedness. There can be no assurance that we have, or will, at all times, complied with all of the terms of the said financing documents. Any failure to service our Company’s indebtedness and/or to comply with all of the terms of the said financing documents could have an adverse effect on our results of operations and/or profitability.

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Our Company is dependent on the continued efforts of our senior management team and the loss of key members or failure to attract skilled personnel may adversely affect our business. Our future success depends on the continued services and performance of the members of our management team and other key employees. Competition for senior management in the industry is intense, and we may not be able to retain our existing senior management or attract and retain new senior management in the future. The loss of the services of key persons in the organization could seriously impair our ability to continue to manage and expand our business. Further, the loss of any other member of our senior management or other key personnel may adversely affect our business, results of operations, financial condition and cash flows. We do not maintain ‘key man’ life insurance for our promoter, senior members of our management team or other key personnel. The success of our business will also depend on our ability to identify, attract, hire, train, retain and motivate skilled personnel. Demand for qualified professional personnel is high and these personnel are in limited supply. Our professionals are highly sought after by our competitors as well as other Indian companies, particularly as India’s economy continues to grow and mature. If we fail to hire and retain sufficient numbers of qualified personnel for functions such as manufacturing, technical, finance, marketing, sales, operations and research and development, our business operating results and financial condition could be adversely affected. We will continue to be controlled by our Promoters after the completion of the Issue After the completion of the Issue, our Promoter and Promoter Group will continue to exercise control over us, including being able to influence the composition of our Board and influence matters requiring shareholder approval. Our Promoter and Promoter Group may take or block actions with respect to our business, which may conflict with our interests or the interests of our minority shareholders. Through their influence, our Promoter and Promoter Group may be in a position to delay, defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination involving us, discourage or encourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. We have entered into certain transactions with related parties in the past and may continue to do so in the future. These transactions or any future transactions with our related parties could potentially involve conflicts of interest. Our Company has entered into transactions with several related parties, including our Promoters, Directors and Subsidiaries, which were conducted in compliance with applicable laws and on arm’s length basis. Furthermore, it is likely that our Company will enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. The transactions that the Company has entered into and any future transactions with our related parties have involved or could potentially involve conflicts of interest. There are outstanding legal proceedings against us, which if determined adversely, could affect our business, results of operations and financial condition. There are certain outstanding legal proceedings initiated against us. These proceedings are pending at different levels of adjudication, before various courts and tribunals. The amounts claimed in these proceedings have been disclosed to the extent ascertainable as on the date of this Placement Document and includes the amounts claimed jointly and severally from us and other parties. Should there be any new developments, such as any change in applicable laws or, any rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities. There can be no assurance that these proceedings will be determined against our favor or that penal or other action will not be taken against us. Any adverse decision in such proceedings may have an adverse effect on our business, results of operations and financial condition. For further information, along with the disclosures including, inter alia, the amount involved, period for which such demands or claims are outstanding, financial implications and the status of the proceedings, see the section titled “Legal Proceedings” of this Placement Document. We require certain regulatory approvals and licenses in the ordinary course of our business, and the failure to obtain, maintain and renew these approvals and licenses necessary for carrying out our business, in a timely manner or at all, may adversely affect our operations. We are subject to various environmental, health and safety, employee-related and other laws and regulations applicable to our business operations, including laws and regulations governing our relationship with our employees in areas such as minimum wages, maximum working hours, overtime, working conditions, hiring and terminating employees, contract labor and work permits, as well as other local laws or regulations in the countries in which we operate. The

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success of our strategy to modernize, optimize and expand our existing operations in the sectors in which we operate is contingent upon, among other factors, receipt of all required licenses, permits and authorizations, including local land use permits, building and zoning permits, environmental permits, and health and safety permits. Although we believe that we are in compliance with all environmental, health and safety, employee -related and other applicable laws and regulations currently in force, changes in laws or regulations in the countries in which we operate may result in us incurring significant costs in order to maintain compliance with such laws and regulations and may delay or prevent project completion. There can be no assurances that the legal framework, licensing and other regulatory requirements or enforcement trends in our industry will not further change in a manner that does not result in increased costs of compliance, or that we will be successful in responding to such changes. Moreover, as we grow our business, the potential for violating these laws and regulations may also increase. If we fail to comply with any existing laws and regulations, or fail to obtain, maintain or renew any of the required licenses or approvals, the relevant regulatory authorities may impose fines and penalties on us, revoke our business licenses and approvals and/or require us to discontinue our business or impose restrictions on the affected portion of our business. Any action brought against us for alleged violations of laws or regulations, even if our defense thereof is successful, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. Any determination that we have violated, or the public announcement that we are being investigated for possible violations, of these laws or regulations, could harm our reputation, operating results and financial condition. If we are found in violation, we may be subject to any applicable penalties associated with such violations, including civil and criminal penalties, damages and fines, loss of various licenses, certificates, accreditations or authorizations, orders to refund payments received by us, and orders to curtail or cease our operations. If we lose or otherwise are unable to maintain any of our required licenses and approvals under applicable laws and regulations, our business operations will be materially and adversely affected. Our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees. While we have not experienced any significant employee related issues in the past, there can be no assurance that we will not experience any strikes, work stoppages or other industrial actions or that these situations will not disrupt our business and operations in the future. In the event that we are unable to manage any employee related issues or negotiate any settlement with our workers on acceptable terms, it could result in strikes, work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. In addition, such industrial disruptions or work stoppages may result in production losses and delays in delivery of products, which may adversely affect our business prospects, reputation, and results of operations.

Change in Technology and trends in the industry may affect Company’s ability to compete. Any failure to keep abreast of the latest trends in the Paper Industry may adversely affect the competitiveness and ability of the Company to compete with newer generation products. Management Perception: The Company is in the Paper business for over 25 years, and has the requisite experience and ability to adapt to newer generation products and technology. The Company is well aware of the development of market description, consumer preferences, industry consumption pattern, competition, regulations etc. The current up gradation and modernization project is in line with the Company’s constant endeavor to keep itself abreast of latest technological advances and systems.

The business of the Company is dependent on its manufacturing facilities to a large extent. The loss of or shutdown of operations may have a material adverse effect on the business, financial condition and results of operations of the Company. The existing paper manufacturing facilities of the Company are subject to operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of output or efficiency, obsolescence, labour disputes, natural calamities, industrial accidents and the need to comply with the directives of relevant government authorities.

The occurrence of any of these risks could significantly affect the operating results of the Company. Our insurance coverage may not be sufficient to cover all of our potential losses. Our business may involve risks and hazards which could adversely affect our profitability, including natural calamities, breakdowns, failure or substandard performance of equipment, third party liability claims, labor disturbances, employee fraud and infrastructure failure. Our Company cannot assure you that the operation of our business will not be affected

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by any such incidents or hazards. In addition, our insurance may not provide adequate coverage in such circumstances including those involving claims by third parties and is subject to certain deductibles, exclusions and limits on coverage. If our arrangements for insurance or indemnification are not adequate to cover claims, including those exceeding policy aggregate limitations or exceeding the resources of the indemnifying party, our Company may be required to make substantial payments and our results of operations and financial condition may be adversely affected. We face growing and new competition from domestic and international players that may adversely affect our competitive position and profitability. Significant additional competition in the markets where our Company sells its products may erode its market share and may result in reduced prices and thereby may negatively affect our revenues and profitability. Competition from competent low cost competitors may adversely impact our revenues. In most of the markets, players are significantly larger than the Company and have significantly stronger market positions, production capacities and greater financial resources than it possesses. These market participants include other small, limited-range providers and a number of full-range companies. The larger competitors have a much broader portfolio of business, greater resources and more experience than smaller companies. The Company has experienced negative cash flows in some of the previous years. The Company has experienced negative cash flows in some of the previous years. The details of the last 4 years are as under: Rs. in lacs

Particulars 2012-13 2013-14 2014-15 2015-16

Net Change in Cash and Cash equivalents

(51.87) (88.73) (22.36) 31.04

Our company has filed an application before lenders for restructuring of its credit facilities and lenders have accepted the request of the company and restructured credit facilities available to the company. Our Company does not currently own the premises at which its Registered Office is located. We have entered into Leave and Licence agreement for our Registered Office located at 5/6, Papa Industrial Estate, Suren Road, Andheri (E), Mumbai-400093 with Mr. Manoj Jitendra Doshi and pay rent for the occupation of the said premises. The rent agreement may be renewed subject to the consent of the lessor. In the event that the lessor requires us to vacate the premises, we will have to seek a new premises at short notice and for a price that may be higher than what we are currently paying, which may affect our ability to conduct our business or increase our operating costs. If we fail to comply with Environmental Laws and Regulations or face Environmental Litigation, results of operation may be adversely affected. We are adhering to environmental norms adequately for the existing operations. We may incur substantial costs to comply with requirements of environmental laws and regulations. Our Company is subject to significant national and state environmental laws and regulations, which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from its operations. Environmental laws and regulations in India have been increasing in stringency and it is possible that they will become significantly more stringent in the future. However, we do not foresee and difficulty to comply with the same. We are dependent on third party transportation providers for the supply of raw materials and delivery of finished products. We use third-party transportation providers for the supply of most of our raw materials and for delivery of our products to our customers. Transportation strikes, by members of various Indian transport union have had in the past, and could in the future, have an adverse effect on our receipt of supplies and our ability to deliver our products to our customers. In addition, continuing increase in transportation costs may have an adverse effect on our business and results of operations. We are a medium size Paper-manufacturing unit and will have to compete with big players in the field who have better economies of scale with higher capacity. Paper industry gets low priority from Policy makers.

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The competition is inevitable in any line of business and we are coping with competitions in the past by focusing our products, canalizing our sales through dedicated dealers, managing raw materials, fuel and technological changes. The same would be continued in future also. In the highly competitive industry, our company follows a competitive approach, which is not just limited to manufacturing process but also extends to entire operations. Our company extends the quality management responsibility from the quality control department to every member on the shop floor. Past performance not an indicator for future performance Our revenues and profitability are dependent on a number of factors and may vary significantly from quarter to quarter. Therefore, the historical financial results may not be accurate indicator of future performance. Risk in relation to Paper Industry. The Paper Industry is cyclic in nature and operating results has historically fluctuated on a yearly basis and may fluctuate in future depending on a number of factors including the international prices of paper, fluctuation in rupee value, import tariff, domestic duties and taxes, changes in relationship between and revenue and cost and consolidation in the paper industry, effect of seasonality, availability of raw material, change of Government policies, addition of new machinery and other general economic and business factors. Due to all or any of these factors it is possible that in future, our operating results may vary from the expectations of shareholders, market analysts and public. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in our financing arrangements. The amount of our future dividend payments, if any, will depend upon various factors including our future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in our financing arrangements. There can be no assurance that we will be able to declare dividends. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on various factors. Accordingly, realization of a gain on shareholder investments will depend on the appreciation of the price of the Equity Shares. There is no assurance that the Equity Shares will appreciate in value. We cannot assure you that we will be able to pay dividends in the future. For details of dividend paid by our Company in the past, see “Dividends”. Any damages caused by fraud, theft or other misconduct by our employees could adversely affect our profitability, results of operations and cash flows. We are exposed to operational risk arising from inadequacy or failure of internal processes or systems or from fraud or theft. We are susceptible to fraud or misappropriation by our employees or outsiders. Our management information systems and internal control procedures are designed to monitor our operations and overall compliance. However, they may not be able to identify non-compliance and/or suspicious transactions in a timely manner or at all. As a result, we may suffer monetary losses, which may not be covered by our insurance and may thereby adversely affect our profitability, results of operations and cash flows. Such a result may also adversely affect our reputation. Increases in interest rates may materially impact our results of operations. As our business is capital intensive, we are exposed to interest rate risks. Interest rates for borrowings have been volatile in India in recent periods. Some of our current debt facilities carry interest at variable rates as well as fixed rates with periodic resets of interest rates. Although we may decide to engage in interest rate hedging transactions or exercise any right available to us under our financing arrangements to terminate the existing debt financing arrangement on the respective interest rate reset dates and enter into new financing arrangements, there can be no assurance that we will be able to do so on commercially reasonable terms, that our counterparties in hedging transactions will perform their obligations, or that such agreements, if entered into, will protect us adequately against interest rate risks. Accordingly, the increase of our interest expense may have an adverse effect on the cost of our debt funding and our results operations and financial condition may be adversely affected. Our funding requirements and deployment of the net proceeds of the Issue are based on management estimates and have not been independently appraised, and are not subject to monitoring by any independent agency. Our funding requirements and the deployment of the proceeds of the Issue are based on management estimates, current quotations from suppliers and our current business plan. The fund requirements and intended use of proceeds have not been appraised by any bank or financial institution. In view of the competitive and dynamic nature of the Paper industry, we may have to revise our expenditure and fund requirements as a result of variations including in the cost structure, changes in estimates, which may not be within the control of our management. This may entail rescheduling, revising or canceling the

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planned expenditure and fund requirement and increasing or decreasing the expenditure for a particular purpose from its planned expenditure at the discretion of our Board. We depend on banks and financial institutions and other sources for meeting our short and medium term financial requirements.

We do not have access to any short and medium term funding arrangements. We rely entirely upon banks and financial institutions to fulfill such fund requirements. In the event of any delay in the disbursal of funds from these bodies there can be a bottleneck to our project execution capabilities.

A Part of the shareholdings of our Promoters is pledged with Lenders.

The persons belonging to Promoter and Promoter Group of the company currently had pledged 36743133 equity shares with the Lenders. In the event of default of payment to the Lenders, the pledge could be invoked by the Lenders which could lead to instabilities in the shares price of the Company.

SEBI also levied a penalty for non-compliance against the promoters.

SEBI had levied a penalty of Rs 3,15,000/- (Rupees Three Lac and Fifteen Thousand) against Mr. Amrut Premji Shah, Our Promoter, Chairman and Managing director of the company for non- compliance with the provisions of Regulation 10(5) and 10 (6) of SEBI (SAST) Regulations, 2011 and subsequent amendments thereto. The sum of Rs. 3,15,000/- has been remitted in order to settle the charges.

The company has experienced losses in the past years

Our company has incurring losses during past 3 years and the details of which are as under.

(Amount in Lacs)

Management perception: These losses are non-operational losses EXTERNAL RISK FACTORS If acts of terrorism and other similar threats to security, communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely affect the Indian economy, and our business, results of operations and cash flows. India has experienced communal disturbances, terrorist attacks and riots in the past. If such events recur, our operational and marketing activities may be adversely affected, resulting in a decline in our income. The Asian region has from time to time experienced instances of civil unrest and hostilities among neighboring countries, including those between India and Pakistan. Hostilities and tensions may occur in the future and on a wider scale. Military activity or terrorist attacks in India, as well as other acts of violence or war could influence the Indian economy by creating a perception that investments in India involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the India n economy and could have an adverse effect on the market for securities of Indian companies, including our Equity Shares. Natural disasters and other calamities could have a negative impact on the Indian economy and could cause our business to suffer and the trading price of our Equity Shares to decline. India has experienced natural disasters like earthquakes, floods, tsunamis and drought in recent years. The extent and severity of these natural disasters determine their impact on the Indian economy. Health epidemics could also disrupt our business, including the most highly pathogenic strains of avian and swine influenza, H5N1 and H1N1. Certain countries in Southeast Asia have reported cases of bird to human transmission of avian and swine influenza resulting in numerous human deaths. Moreover, certain areas of India have experienced outbreaks of H5N1 among livestock. The World Health Organization and other agencies have issued warnings on a potential avian or swine influenza pandemic if there is sustained human to human transmission. Future outbreaks of avian or swine influenza or a similar contagious disease could adversely affect the Indian economy and economic activity in the region. As a result, any present or future outbreak of avian or swine influenza or other contagious disease could adversely affect our business.

Particulars 2015-16 2014-15 2013-14 Profit /(Loss) during the year (871.76) (2266.84) (358.77)

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A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely impact us. A rapid decrease in reserves would also create risk of higher interest rates and a consequent slowdown in growth. Flows to foreign exchange reserves can be volatile, and past declines may have adversely affected the valuation of the Rupee. There can be no assurance that India’s foreign exchange reserves will not decrease in the future. Further, a decline in foreign exchange reserves, as well as other factors, could adversely affect the valuation of the Rupee and could result in reduced liquidity and higher interest rates, which could adversely affect our business, financial condition, results of operations and cash flows. Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition, cash flows and results of operations. Our financial statements, including the financial statements included in this Placement Document, were prepared in accordance with Indian GAAP. No attempt has been made to reconcile any of the information given in this Placement Document to any other principles or to base it on any other standards. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Placement Document should accordingly be limited. In making an investment decision, investors must rely upon their own examination of us, the terms of this Issue and the financial information contained in this Placement Document. Certain companies in India, including us, may be required to prepare financial statements under IFRS or a variation thereof, IND-AS. We may be adversely affected by the transition to IFRS or IND-AS in India. Ministry of Corporate Affairs, Government of India (the “MCA”) on February 16, 2015 notified the Companies (Indian Accounting Standards) Rules, 2015, (the “Rules”) laying down the road map for the implementation of IND-AS in a phased manner. We have not determined with any degree of certainty the impact that such adoption IND-AS, if the aforesaid exemption is lifted, will have on our financial reporting. Therefore, there can be no assurance that our financial condition, results of operations, cash flows or changes in shareholders’ equity will not appear materially worse under IND-AS than under Indian GAAP. In our transition to IND-AS reporting, we may encounter difficulties in the ongoing process of implementing and enhancing our management information systems. Moreover, there is increasing competition for the small number of IFRS- experienced accounting personnel available as more Indian companies begin to prepare IND-AS financial statements. Further, there is no significant body of established practice on which to draw in forming judgments regarding the new system’s implementation and application. There can be no assurance that our adoption of IND-AS, if mandated by law, will not adversely affect our reported results of operations or financial condition and any failure to successfully adopt IND-AS could adversely affect our financial condition, results of operations and cash flows. Companies operating in India are subject to a variety of central and state government taxes and surcharges. Tax and other levies imposed by the central and state governments in India that affect our tax liability include central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty, tax on dividends and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. The central or state government may in the future increase the corporate income tax it imposes. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable. Additional tax exposure could adversely affect our business, cash flows and results of operations. Our ability to raise foreign capital may be constrained by Indian law, which may adversely affect our business, financial condition, cash flows and results of operations. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing on competitive terms and

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refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without onerous conditions, if at all. Limitations on raising foreign debt may have an adverse effect on our business, financial condition, cash flows and results of operations. Investors in the Equity Shares may not be able to enforce a judgment of a foreign court against us, our directors or executive officers. We are a limited liability company incorporated under the laws of India. Almost all of our Directors and key managerial personnel are residents of India and all of our assets and such persons are located in India. As a result, it may not be possible for investors to effect service of process upon us or such persons outside India, or to enforce judgments obtained against such parties in courts outside of India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court was of the view that the amount of damages awarded was excessive or inconsistent with public policy. For details, see “Enforcement of Civil Liabilities”. A party seeking to enforce a foreign judgment in India is required to obtain approval from RBI to execute such a judgment or to repatriate outside India any amount recovered. It is uncertain as to whether an Indian court would enforce foreign judgments that would contravene or violate Indian law We cannot guarantee that our Equity Shares issued pursuant to the Issue will be listed on the Stock Exchanges in a timely manner, or at all. In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to this Issue will not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will require all relevant documents authorizing the issuing of the Equity Shares to be submitted. There could be a failure or delay in obtaining these approvals from the Stock Exchanges, which in turn could delay the listing of our Equity Shares on the Stock Exchanges. Any failure or delay in obtaining these approvals would restrict an investor’s ability to dispose of the Equity Shares. An investor will not be able to sell any of the Equity Shares subscribed in this Issue other than on a recognized Indian stock exchange for a period of 12 months from the date of the issue of the Equity Shares. The Equity Shares in this Issue are subject to restrictions on transfers. Pursuant to the ICDR Regulations, for a period of 12 months from the date of the issue of Equity Shares in the Issue, QIBs subscribing to the Equity Shares in the Issue may only sell their Equity Shares on the Stock Exchanges and may not enter into any off market trading in respect of these Equity Shares. We cannot be certain that these restrictions will not have an impact on the price of the Equity Shares. Further, allotments made to FVCIs, VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to each of them respectively, including in relation to lock- in requirements. This may affect the liquidity of the Equity Shares purchased by investors and it is uncertain whether these restrictions will adversely impact the market price of the Equity Shares purchased by investors. After this Issue, the price of our Equity Shares may be volatile. The Issue Price will be determined by us in consultation with the Lead Manager, based on Bids received in compliance with Chapter VIII of the ICDR Regulations, and it may not necessarily be indicative of the market price of the Equity Shares after this Issue is completed. The trading price of our Equity Shares may fluctuate after this Issue due to a variety of factors, including our results of operations and the performance of our business, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India’s fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the Indian financial services industry and the perception in the market about investments in the financial services industry, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets in general experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could adversely affect the price of our Equity Shares. There can be no assurance that an active trading market for the Equity Shares will be sustained after this Issue, or that the price at which the Equity Shares have historically traded will correspond to the price at which the Equity Shares are offered in this Issue or the price at which the Equity Shares will trade in the market subsequent to this Issue.

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Fluctuations in the exchange rate between the Indian Rupee and other currencies could have an adverse effect on the value of our Equity Shares in those currencies, independent of our operating results. Our Equity Shares are quoted in Rupees on the Stock Exchanges. Any dividends in respect of our Equity Shares will be paid in Rupees. Any adverse movement in currency exchange rates during the time it takes to undertake such conversion may reduce the net dividend to investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares, may reduce the net proceeds received by investors. The exchange rate between the Indian Rupee and other currencies (such as, the U.S. dollar, the Euro, the pound sterling and the Singapore dollar) has changed substantially in the last two decades and could fluctuate substantially in the future, which may have an adverse effect on the value of our Equity Shares and returns from our Equity Shares in foreign currency terms, independent of our operating results. Any future issuance of the Equity Shares by us or sales of the Equity Shares by any of our significant shareholders may adversely affect the trading price of the Equity Shares. Any future issuance of Equity Shares by us, such as a primary offering or pursuant to a preferential allotment, may dilute your shareholding in us, adversely affect the trading price of our Equity Shares and could affect our ability to raise capital through an issuance of our securities. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares. Additionally, the disposal of Equity Shares by any of our significant shareholders or our promoters, any future issuance of Equity Shares by any of our significant shareholders or Promoters, any future issuance of Equity Shares by us or the perception that such issuances or sales may occur may significantly affect the trading price of the Equity Shares. Except for the customary lock-up on the Company’s ability to issue equity or equity linked securities discussed in “Placement”, there is no restriction on our ability to issue Equity Shares or our major shareholders’ ability to dispose of their Equity Shares, and we cannot assure you that we will not issue Equity Shares or that any major shareholder will not dispose of, encumber, or pledge, its Equity Shares. Such securities may also be issued at prices below the then current trading price of our Equity Shares. Sales of Equity Shares by our major shareholders may also adversely affect the trading price of our Equity Shares. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares. Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a stock exchange held for more than 12 months will not be subject to capital gains tax in India if Securities Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Any gain realized on the sale of equity shares held for more than 12 months to an Indian resident, which are sold other than on a recognized stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to attract foreign investors, which may adversely impact the market price of the Equity Shares. Under the foreign exchange regulations currently in force in India, transfers of the Equity Shares between non - residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of the Equity Shares is not in compliance with such pricing guidelines or reporting requirements and does not fall under any of the specified exceptions, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of the Equity Shares in India into foreign currency and repatriate that foreign currency from India will require a no-objection or a tax clearance certificate from the income tax authority. We cannot assure you that any required approval from the RBI or any other Government agency can be obtained on any particular terms or at all. These foreign investment restrictions may adversely affect the liquidity and free transferability of the Equity Shares and could result in an adverse effect on the price of the Equity Shares. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a Shareholder’s ability to sell, or the price at which it can sell the Equity Shares at a particular point in time. We are subject to a daily “circuit breaker” imposed by the Stock Exchanges, which does not allow transactions beyond

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certain specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit breaker generally imposed by the SEBI on Indian stock exchanges. The maximum movement allowed in the price of the Equity Shares before the circuit breaker is triggered is determined by the Stock Exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The Stock Exchanges will inform us of the triggering point of the circuit breaker in effect from time to time, but it may change without our knowledge. This circuit break will limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance that shareholders will be able to sell the Equity Shares at their preferred price or at all at any particular point in time. Conditions in the Stock Exchanges may affect the price and liquidity of the Equity Shares. Indian stock exchanges are smaller than stock markets in developed economies and have in the past experienced substantial fluctuations in the prices of listed securities. Indian stock exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies. These problems have included temporary closure of the stock exchanges to manage extreme market volatility, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of Indian stock exchanges have from time to time restricted securities from trading, limited price movements and imposed margin requirements. For more information on the securities market of India, see “The Securities Market of India”. Applicants to the Issue are not allowed to withdraw their Bids after the Bid/Issue Closing Date. In terms of the ICDR Regulations, applicants in the Issue are not allowed to withdraw their Bids after the Bid/Issue Closing Date. The Allotment of the Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately seven days and up to 10 days from the Bid/Issue Closing Date. However, there is no assurance that material adverse changes in the international or national monetary, financial, political or economic conditions or other events in the nature of force majeure, material adverse changes in our business, results of operation or financial condition, or other events affecting the applicant’s decision to invest in the Equity Shares, would not arise between the Bid/Issue Closing Date and the date of Allotment of Equity Shares in the Issue. Occurrence of any such events after the Bid/Issue Closing Date could also impact the market price of the Equity Shares. The applicants shall not have the right to withdraw their Bids in the event of any such occurrence. We may complete the Allotment of the Equity Shares even if such events may limit the applicants’ ability to sell the Equity Shares after the Issue or cause the trading price of the Equity Shares to decline. Investors will be subject to market risks until the Equity Shares credited to the investor’s demat account are listed and permitted to trade. Investors can start trading the Equity Shares allotted to them only after they have been credited to an investor’s demat account, are listed and permitted to trade. Since the Equity Shares are currently traded on the Stock Exchanges, investors will be subject to market risk from the date they pay for the Equity Shares to the date when trading approval is granted for the same. Further, there can be no assurance that the Equity Shares allocated to an investor will be credited to the investor’s demat account or that trading in the Equity Shares will commence in a timely manner.

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SUMMARY OF THE BUSINESS

Overview We designs, manufacturers and markets paper stationery products- exercise note books, long books, note pads, scrap books, drawing books, graph books- for students of all ages, as well as office/ corporate stationery products and printing, writing and packaging paper. We have over 190 varieties of paper stationery products under the brand “Sundaram” which are very popular among the student communities and enjoy very high reputation in the market for its superb quality and durability. At the start of the Company in the year 1995, we had a capacity of 5 tons per day of conversion of paper into paper stationery, which was increased to 60 tons per day as of now which is also considering 75% utilization of machinery. With the strong brand and market penetration we are present in pan Maharashtra and are number one brand among consumers today. Some of our major customers are:

1. Surya Marketing (Masjid Bunder) 2. Prince Paper (Vile-Parle) 3. Star Marketing (Kandivali) 4. Partel Compu Products (Byculla)

In Fiscals 2016, 2015 and 2014, our consolidated net revenue from operations inclu ding other income was Rs. 9880.24 Lakhs, Rs. 8512.65 lakhs and Rs. 15701.44 lakhs, respectively. We had a consolidated net loss of Rs. (871.76) lakhs, Rs. (2266.83) lakhs and Rs. (358.77) lakhs in Fiscals 2016, 2015 and 2014, respectively. As at March 31, 2016, we had consolidated total assets of Rs. 19010.06 lakhs and consolidated total liabilities of Rs. 19010.06lakhs. Our Strengths We believe that our business has the following key competitive strengths. SMPL believes that research and development has been the key for their huge success. Sundaram relies on

various new designs and themes (selected by their R & D Team) to remain a leader in the Stationery market in India as well as abroad.

Company firmly believes that its growth and success achieved is also contributed by the surrounding environment and community in which it operates and to acknowledge this Company has very consciously undertaken community development projects particularly in the field of providing primary and secondary education in and around Palghar as well as in Kutch.

As a result of the present scenario and massive government allocation for education segment, books and paper segment is one of the fastest growing segments comprising of approximately USD 40 billion Indian Education Market. Nationally there are only 3-4 bigger players and Sundaram is one of them. There is no real competition in terms of quality and cost.

In 1996 Sundaram went public and registered at the Stock Exchange. Public companies have an edge over private companies as they are required to have sufficient members on the management and company’s board, thus acquiring a wider perspective of any business dilemma and making resolving process easier and efficient. These companies are also mandated to disclose their financial and operational activities, thereby providing transparency in their operations and generating goodwill for the company. This also helps the company raise funds from the market at favorable terms.

With a strong brand and marketing activities sales will increase without any hurdle. The company has already invested in the manufacturing unit and a lot in its brand building activities. The biggest strength of dealer-distributor network plays and important role in this segment and product. Management and group experience of over 29 years in the same field is the biggest strength for this

business.

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Our Strategies We intend to grow our businesses by implementing the following strategies:

a) The management of the company has opted for Qualified Institutional Placement of Equity shares and at the same time to reduce the debt of the company.

b) The management of the company is in the initial discussion with the parties to sell out its Paper Mill

situated at Nagpur.

c) The company can also sale out its land parcel situated at Palghar to reduce the debt further.

d) Due to reduction in the debt of the company and its interest leverage served to the bank, the company will optimize its business production and that will impact the top and the bottom line of the company.

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INDUSTRY OVERVIEW The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and industry sources such as the SIAM and ACMA. Neither the Company, nor the LEAD MANAGER or any other person connected with the Issue has independently verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors should not place undue reliance on, or base their investment decision on this information.

The Indian paper industry with approximately 13 mn tonnes of capacity accounts for about 3% of global paper production. According to Indian Paper Mills Association, the domestic consumption of paper in India during 2014-15 was 13.9 mn tones, yoy growth of 6%. The per capita consumption of paper in India stands at ~11 kg, which is relatively lower compared to other developed and developing countries. With increasing focus by government on education and general uptick in macro economy, CARE Rating expects Indian paper industry to witness a CAGR of 7% over the next five years to about 20 mn tones. The growth will be largely driven by printing & writing and packaging & paper board segment. The Indian paper industry can be broadly classified into three segments:

1. Printing & writing (P&W): Printing and writing segment caters to office stationary, textbooks, copier

papers, notebooks etc. This segment forms ~31% of domestic paper industry. Governments thrust on

education through steps like Right to Education, Sarva Shiksha Abhiyan, rise in service sector are key

factors contributing to the growth of this segment.

2. Packaging & paper board: Packaging paper & board segment caters to tertiary and flexible packaging

purposes in industries such as FMCG, food, pharma, textiles etc. This segment forms ~47% of the

domestic paper industry. This is currently fastest growing segment owing to factors such as rising

urbanization, increasing penetration of organized retail, higher growth in FMCG, pharmaceutical.

3. Newsprint: Newsprint serves the newspaper & magazines industry. This segment forms ~18% of Indian

paper industry. This segment is under stress due to lower growth rates and import threat.

Operating profit margin improving for paper players from H2FY16

The major cost heads for paper industry players are raw material (constituting ~50% of net sales) and power and fuel cost (constituting ~ 16% of net sales). The operating margins of the paper companies were in the range of 14 % during FY09 to FY11 due to lower costs and better price realizations backed by good demand growth. However, during FY12 to FY14, the operating margin trend showed a declining trend with increase in raw material prices and power and fuel cost largely during FY13. Also, with capacity expansion during FY09 to FY11, players could not increase the prices and faced import threat. Due to this the operating margin declined to ~11% during FY12 to FY14. The fall in margin was arrested in FY15 and H2FY16 witnessed improvement in margins due to declining RM costs and power & fuel cost.

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EBIDTA margin trend for paper companies sample size of 64 players

Source:- ACE Equity

Within the paper industry, P&W players operating margins improved to 20% in Q4FY16 from a low of 10% in Q2FY14. During FY16, key players increased prices by Rs 2 per kg in December month. Also, the companies benefitted from lower domestic wood prices and coal prices impacting power & fuel cost. Agro forestry initiatives taken by players yielded results. EBIDTA margin improving Paperboard EBIDTA margin too improving Source:- Ace Equity and CARE Ratings Sample of companies – NR Agarwal Industries, Shree Ajit Pulp & Paper, South India Paper Mills

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Newsprint EBIDTA margin

Source:- ACE Equity and CARE Ratings Sample of companies – Emami Paper Mills, Shree Rama Newsprint

Stabilizing raw material prices Pulp is the primary raw material used for manufacturing of paper, and is obtained through processing of fibers separated from wood, wastepaper, agriculture residues etc. Indian paper industry is facing issue of pulpwood deficit in domestic market. To compensate for this deficit, Indian paper companies import pulp. This deficit can be mainly attributed to deforestation, increase in wood demand from other industries like construction industry, plywood & MDF board industry, bio-energy plants etc. To counter the issue of wood deficit, Indian paper companies gave thrust to initiatives like agro forestry which have now started yielding results. The increase in raw material prices from FY11 – FY14 has stabilized from FY15. In Union Budget 2016, basic customs duty on wood in chips or particles for manufacture of paper, paperboard and news print has been reduced to nil from 5%. This will augur well for Indian companies depending upon imported wood chips.

Segment wise RM source:

RM source RM cost % to net sales % of RM imports

P&W Wood, Bamboo 35% 22%

Paperboard Agriculture Residue, 60% 45%

Wastepaper

Newsprint Wastepaper 50% 30%

Source: CARE Ratings

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Raw material cost as % of net sales

For Paper Industry For P&W Players

Source:- ACE Equity and CARE Ratings

Source:- ACE Equity and CARE Ratings

For Paperboard players For Newsprint Players

Source:- ACE Equity and CARE Ratings Source:- ACE Equity and CARE Ratings

Declining coal prices to reduce power and fuel cost Indian paper players depend on imported coal to meet their power requirements. The declining trend in global coal prices has helped Indian paper industry to improve margins. Amongst the various segments, power & fuel cost for P&W players is ~17%, for Paperboard segment is ~15% and for Newsprint segment it is around 18%. Earlier Indian paper industry was considered as core sector industry and hence it used to get coal on priority basis and at subsidized rates but from 2005 it is in non-core list of industries and hence paper players have to purchase domestic coal at higher prices. Timely availability of coal is another pertinent issue. To counter this, Indian paper players rely on imported coal which is available at lower cost as compared to domestic coal. From FY12 to FY16 imported coal prices have reduced by ~53% while INR has depreciated by ~37% to USD, which has benefited Indian paper industry.

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Global coal prices declining in line with commodity slump ($/Tonne)

Source:- CMIE Paper players face import threat

The 2.5% customs duty on paper in India has been brought down to Zero; from 1st January 2014, as per the terms of the free trade agreement with the Association of Southeast Asian Nations (ASEAN). Due to this there has been a rise in paper imports from ASEAN countries which has resulted in increasing share of imports in paper consumption in India. Earlier only few special grade paper and newsprint were imported but now, P&W paper is too being imported. In newsprint segment itself, imports increased from 47% of total consumption in FY09to 59% in FY15.f

Source: - CMIE

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Country wise Imports % in FY15

28% 23%

China

Indonesia

7%

S. Korea

7%

4%

USA

Germany

5%

Sweden

5% 20%

Finland Others

Source: CMIE and CARE

Impact on the Credit profile of paper players

Source: CMIE and CARE Ratings

Impact on the Credit profile of paper players

Increasing cost pressure coupled with stable pricing impacted the financial performance and thus debt protection

metrics of the paper players weakened during the period FY12 to FY15. However, CARE Ratings believes that

worst is over for its rated players in the P&W paper segment with softening of wood prices and will largely

maintain stable credit risk over the near to medium term. This will largely be due to cost pressure subsidizing

and expected improvement in domestic demand and export opportunities. Packaging and paperboard segment

will benefit from higher growth while newsprint segment will continue to face pressure from newsprint imports.

P&W segment

Credit Parameters P&W segment improving

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Source:- ACE Equity and CARE Ratings Sample of companies – Seshasayee Paper and Boards Ltd, JK Paper Limited, Tamil Nadu Newsprint & Papers

Limited, International Papers Andhra Pradesh Paper Mills Ltd.

Packaging paper & board

Credit Parameters Packaging paper & board too improving Source:- ACE Equity and CARE Ratings Sample of companies – NR Agarwal Industries, Shree Ajit Pulp & Paper, South India Paper Mills, CARE Rating Dispersion: Of the paper companies rated by CARE during FY16, 62% are in below investment grade category ('BB' and

below category; as seen in the table below) due to several factors such as high raw material cost, inability of

companies to pass on incremental raw material cost to customers due to import pressure, high leverage,

stretched liquidity position etc. During FY16, the credit profile of CARE rated paper companies has broadly

remained stable with 69% companies being reaffirmed.

Credit Profile of CARE rated Paper Players (as on March 31, 2016) Credit Profile Rating Transition

% of Total rated firms % of Total rated firms

Rating Band FY14 FY15 FY16 Rating Transition FY14 FY15 FY16

A 13% 14% 12% Downgrade 17% 8% 10%

BBB 23% 28% 26% No Change 68% 58% 69%

BB 40% 37% 38% Upgrade 15% 33% 21%

B 12% 13% 16%

C 2% 3% 1%

D 10% 5% 7%

Source:- CARE Rating

Source http://www.careratings.com/upload/NewsFiles/SplAnalysis/Indian%20Paper%20Industry%20-%20Out%20of%20the%20woods.pdf

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SUMMARY OF THE ISSUE

The following is a general summary of the terms of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Placement Document, including under the sections titled “Risk Factors”, “Use of Proceeds”, “Issue Procedure”, “Description of Equity Shares”.

Issuer Sundaram Multi Pap Limited

Issue Size

Up to 30000000 Equity Shares aggregating up to maximum of Rs. 15 Crore.

A minimum of 10% of the Issue Size, or at least 30000000 Equity Shares, shall be available for allocation to Mutual Funds only, and the balance 27000000 Equity Shares shall be available for allocation to all QIBs, including Mutual Funds

Floor Price Rs. 4.30 per Equity Share Issue Price Rs. [*] per Equity Share Date of Board Resolution July 25, 2016 Date of Shareholders Approval

August 29, 2016

Equity Shares issued and outstanding immediately before the issue

21,56,05,773 Equity Shares

Equity Shares issued and outstanding immediately after the issue

24,56,05,773 Equity Shares

Listing

The Company has received in-principle approval from the NSE vide its letter no. [*] dated [*] and BSE vide its letter no. [*] dated [*] under Regulation 28(1) of the Listing Regulations. 17, 2016

Dividend For more information, see the sections titled “Description of Equity Shares”, “Dividends” and “Taxation”

Taxation See the section titled “Taxation”

Transfer Restrictions

The Equity Shares being Allotted shall not be sold for a period of one year from the date of Allotment except on the floor of the Stock Exchanges. The Equity Shares are subject to certain selling and transfer restrictions. For details, see the sections titled “Selling Restrictions” and “Transfer Restrictions”

Use of Proceeds

Net proceeds of the Issue (after deduction of fees, commissions and expenses in relation to the Issue) are expected to total approximately Rs. [*].

Risk Factors See the section titled “Risk Factors” for a discussion of factors you should consider before deciding whether to subscribe to the Equity Shares

Pay-in Date Last date specified in the CAN for payment of Bid monies by the QIBs

Closing Date [*]

Status and Ranking

Equity Shares being issued shall be subject to the provisions of our Company’s Memorandum and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including rights in respect of dividends. The Shareholders will be entitled to participate in dividends and other corporate benefits, if any, declared by our Company after the Closing Date, in compliance with the Companies Act, the Listing Regulations and other applicable laws and regulations. See the section titled “Description of Equity Shares”

Security Codes for the Equity Shares

ISIN INE108E01023 BSE Code 533166 NSE Symbol SUNDARAM

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USE OF PROCEEDS The total proceeds of the Issue will be up to maximum of INR 15 Crore. After deducting the Issue expenses of approximately, Rs. [*], the net proceeds of the Issue will be approximately Rs. [*]. Subject to compliance with applicable laws and regulations, our Company intends to use the net proceeds of the Issue for optimizing the mix of debt and equity to meet the needs of its growing business. As on date of this Preliminary Placement Document, neither the Promoters nor the Directors are making any contribution either as part of the Issue or separately in furtherance of the use of the proceeds. Further, none of the Directors, Promoters or key managerial personnel of our Company have any financial or other material interest in the Issue.

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CORPORATE INFORMATION AND ORGANIZATIONAL STRUCTURE

Corporate History

Our Company was incorporated as ‘Sundaram Multi Pap Limited’, as a Limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated 13th March, 1995 issued by Registrar of Companies, Maharashtra at Mumbai. The company received certificate of commencement of business vide certificate dated 10 th April, 1995.

Our Registered & Corporate Office is situated at 5/6 Papa Industrial Estate, Suren Road, Andheri (East) Mumbai-400093, India. Main Objects 1. To carry on business of Exports, Import, Manufacture, Sales and Purchase of Notebook, Account

Book and Register, Paper Stationery such as Voucher, Pad, Receipt Book, Dairies, Files, Envelope, Cards etc., Writing and drawing instrument and Materials, Continuous Computer Stationery and Packing Material.

2. To carry on the business of Export, Import, Manufacturer, Sale and Purchase of Pulp, Paper, Straw Board, Binding Material, Printed Material. All kind of article made from paper or pulp, materials used in the process.

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ORGANIZATION STRUCTURE

CHAIRMAN &

MANAGING DIRECTOR

EXECUTIVE DIRECTOR

NON EXECUTIVE &

INDEPENDENT DIRECTOR

CS CFO

ACCOUNT & FINANCE BANKING PLANT

EXECUTIVE

EXECUTIVE

EXECUTIVE

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Subsidiaries Currently, our Company has only one Subsidiary, namely: 1. E-Class Education System Limited Details of our Subsidiaries E-Class Education System Limited ECESL was incorporated as ‘Sundaram Edusys Private Limited’, a private company with limited liability under the Companies Act, 1956, pursuant to a certificate of incorporation dated July 20, 2009. Consequent to a fresh certificate of incorporation dated December 28, 2011, consequent upon change of name. The name of company was changed to its present name ‘E-Class Education System Limited’. ECESL’s registered office is situated at 5/6 Papa Industrial Estate, Suren Road, Andheri (E), Mumbai-400 093, Maharashtra, India.

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BUSINESS

Overview We designs, manufacturers and markets paper stationery products- exercise note books, long books, note pads, scrap books, drawing books, graph books- for students of all ages, as well as office/ corporate stationery products and printing, writing and packaging paper. We have over 190 varieties of paper stationery products under the brand “Sundaram” which are very popular among the student communities and enjoy very high reputation in the market for its superb quality and durability. At the start of the Company in the year 1995, we had a capacity of 5 tons per day of conversion of paper into paper stationery, which was increased to 60 tons per day as of now which is also considering 75% utilization of machinery. With the strong brand and market penetration we are present in pan Maharashtra and are number one brand among consumers today. Some of our major customers are:

1. Surya Marketing (Masjid Bunder) 2. Prince Paper (Vile-Parle) 3. Star Marketing (Kandivali) 4. Partel Compuproducts (Byculla)

In Fiscals 2016, 2015 and 2014, our consolidated net revenue from operations was Rs. 9880.24 Lakhs, Rs. 8512.65 lakhs and Rs. 15701.44 lakhs, respectively. We had a consolidated net loss of Rs. (871.76) lakhs, Rs. (2266.83) lakhs and Rs. (358.77) lakhs in Fiscals 2016, 2015 and 2014, respectively. As at March 31, 2016, we had consolidated total assets of Rs. 19010.06 lakhs and consolidated total liabilities of Rs. 19010.06lakhs. Our Strengths We believe that our business has the following key competitive strengths:

SMPL believes that research and development has been the key for their huge success. Sundaram relies on various new designs and themes (selected by their R & D Team) to remain a leader in the Stationery market I India as well as abroad.

Company firmly believes that its growth and success achieved is also contributed by the surrounding environment and community in which it operates and to acknowledge this Company has very consciously undertaken community development projects particularly in the field of providing primary and secondary education in and around Palghar as well as in Kutch

As a result of the present scenario and massive government allocation for education segment, books and paper segment is one of the fastest growing segments comprising of approximately USD 40 billion Indian Education Market. Nationally there are only 3-4 bigger players and Sundaram is one of them. There is no real competition in terms of quality and cost.

In 1996 Sundaram went public and registered at the stock Exchange. Public companies have an edge over private companies as they are required to have sufficient members on the management and company’s board, thus acquiring a wider perspective of any business dilemma and making resolving process easier and efficient. These companies are also mandated to disclose their financial and operational activities, thereby providing transparency in their operations and generating goodwill for the company. This also helps the company raise funds from the market at favorable terms.

With a strong brand and marketing activities sales will increase without any hurdle. The company has already invested in the manufacturing unit and a lot in its brand building

activities.

46

The biggest strength of dealer-distributor network plays and important role in this segment and product.

Management and group experience of over 29 years in the same field is the biggest strength for this business.

Our Strategies

a) The management of the company has opted for Qualified Institutional Placement of Equity shares and at the same time to reduce the debt of the company.

b) The management of the company is in the initial discussion with the parties to sell out its Paper

Mill situated at Nagpur.

c) The company can also sell out its land parcel situated at palghar to reduce the debt further.

d) Due to reduction in the debt of the company and its interest leverage served to the bank, the company will optimize its business production and that will impact the top and the bottom line of the company.

Herein below the products that we manufacture: We have over 190 types of products in the market which range from small notebooks to drawing books and note pads. They cover the entire range from schools to colleges to office stationery. Each book has an attractive cover page. We change the cover pages every 6 months depending on the cycle. We also run various competitions and campaigns on the back cover of our books.

47

The following diagram sets forth the production process:

PRODUCTION PROCESS

Raw Materials There are basically two major raw material used in our business i) Paper: We procure paper from ‘A’ Grade paper mills i.e. The West Coast Paper Mills Ltd., Century Paper Mills Ltd. Etc. Paper quality is known as GSM which is also called as the thickness of the paper which varies from 45 Gsm to 80 Gsm, ii) Duplex Board: It used in front and back side of the Exercise Book, the same is measured in GSM. The quality varies from 120 Gsm to 450 Gsm.

Insurance We maintain insurance cover for our assets to cover all normal risks associated with operations of our business, including fire, accidents and other natural disasters. We typically maintain standard fire and special perils insurance policies for our plants and machineries and buildings at our manufacturing facilities to cover risks such as fire and other ancillary perils. These insurance policies are generally valid for a year and are renewed annually. Our operations are subject to hazards inherent in our industry and other force majeure events. This includes hazards that may cause injury and loss of life, damage and destruction of property, equipment and environmental damage. Not all risks associated with our business and operations may be insurable, on

Ruling

Paper Reel

Cutting

Counting & Foldings

Pasting & Pining

48

commercially reasonable terms, or at all. Although we believe that the amount of insurance currently maintained by us represents an appropriate level of coverage required to insure our business and operations, and is in accordance with industry standards in India, such insurance may not provide adequate coverage in certain circumstances and is subject to certain deductibles, exclusions and limits on coverage. Human Capital Our human capital contributes significantly to our business operations and we believe that employees are our valuable asset and core strength. To further support that strength, we have identified skill set building as one of key business drivers, and have focused our employee initiatives in that direction. We periodically organize various trainings for our employees to enhance their knowledge and skills. Our learning and development training programs are governed by quality business management principles adopted by us, which include a principle of in-depth identification of development needs and comprehensive structure of learning and development. We also recognize the importance of retaining critical talents and have introduced development action plans for our managers. We believe that our human resources initiatives led to positive trends in the production, quality, cost, delivery, safety and morale parameters in manufacturing, a higher level of engagement in workers, better working relationships between sales managers and reportees and a drop in front -line attrition. We also engage contract labor depending on our requirements from time to time, particularly at our manufacturing facilities. As of October 31, 2016, we have over 150 persons engaged in our operations out of which 100 employees are engaged in manufacturing processes.

Health, Safety and Environment We are committed to complying with applicable occupational health, safety and environmental regulations and other requirements in relation to the conduct of our operations. We believe that accidents and occupational health illness cases and hazards can be significantly reduced through the proactive and systematic approach including risks and hazards identification, assessment, analysis and control and by providing appropriate training to employees and contractors. We work proactively towards minimizing or eliminating the impact of hazards to people and the environment. We have formed cross-functional teams to implement fatigue reduction projects to boost productivity and established occupational health centers manned by medical staff operating. Our Indian manufacturing plants are equipped with the first-aid medical facilities where we periodically carry out medical checkups of all our employees as well as our contractors’ employees. We also have meditation centre at our plant for workers. We also have implemented a periodic medical examination program to improve occupational health and safety. Safety induction training for new entrants and periodical trainings for all employees and contractors is a continuous activity, and this system is maintained through constant consultations and communication. Principles of our environment protection measures include reduction, reuse and recycle of waste and prevention of pollution instead of control over it. We have obtained environmental consents to operate our plants conditional upon fulfillment of certain ongoing requirements. We have implemented various projects to reduce greenhouse gases emissions. Our Manufacturing Facility Our Registered & Corporate Office is situate at 5/6 Papa Industrial Estate, Suren Road, Andheri (East) Mumbai-400093

The following table consists of details of our manufacturing units as of October 31, 2016:

Entity Unit Location Sundaram Multi-Pap Ltd Plot No.

33-37, Survey No. 942, Hissa No. 1

OPP. PIDCO, MAHIM VILLAGE, PALGHAR, THANE – 401404

VPML and JPPL

VILLAGE SEHORA, P.O – KANHAN – 441 401

49

CAPITALIZATION The following table sets forth the Company’s capitalization and total debt on a standalone basis as on March 31, 2016 and as adjusted to give effect to the Issue. This table should be read in conjunction with the sections titled “Select Financial Information”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained in the section titled “Financial Statements”.

Particulars (In Rs. Lakhs)

As of March 31, 2016 As Adjusted for the Issue*

Short term debt (A) Secured 1513.60 [*] Unsecured# 329.13 [*]

Long term debt: (B)

Secured 2027.72 [*] Unsecured 156.19 [*] Total debt [C=(A+B)]

4026.64 844.85

[*]

Shareholders’ funds: Share capital 2156.06 2456.06 Reserves and Surplus (Excluding revaluation reserve)

4458.76 [*]

Total Shareholders’ funds (D) 6614.82 [*] Total capitalization (C+D) 10641.46 [*]

50

CAPITAL STRUCTURE

The detail of the Equity Share capital as on 31st March 2016 of our Company is as set forth below: Aggregate Nominal

Value (in Rs. Lakhs)

Particulars

A Authorized Share Capital 25,00,00,000 Equity Shares of face value of Rs. 1/- each 2500.00

B Issued, Subscribed and Paid-Up Capital before the Issue 21,56,05,773 Equity Shares of face value of Rs. 1/- each 2156.06

C Present Issue

30000000 Equity Shares at a premium of Rs. [*] per Equity Share, aggregating up to Rs. [*]

[*]

D Paid-Up Equity Share Capital after the Issue

Equity Shares 2456.06

E Share Premium Account Before the Issue 4664.14 After the Issue** [*] **The present Issue has been authorized by the Board vide their resolution dated 25th July, 2016 and by the Shareholders pursuant to their special resolution dated August 29, 2016. History of Equity Share Capital our Company The history of the Equity Share capital of our Company is as set forth below:

No of Shares Date of Allotment

Issue Value (in Rs.)

Cumulative No. of Shares

Remarks / Type of Issue

700 13/03/1995 10 700 Subscription to MOA & AOA

480300 20/03/1995 10 481000 Private Placement

422000 20/03/1995 10 903000 Swapping on takeover of

Starline Industries

530700 30/05/1995 10 1433700 Private Placement

6000 30/05/1995 10 1439700 Shares issued against preliminary expenses

1810700 25/03/1995 10 3250400 Shares allotted in IPO

N.A. 29/09/2005 N.A. 32504000

Sub-division of shares from Rs.10/- per share to Re.1/- per

share

3000000 06/02/2007 16.50 35504000 Preferential Allotment of

51

Shares

36364591 07/01/2008 1 71868591 Shares allotted pursuant to

amalgamation

143737182 16/04/2012 1 215605773 Issue of Bonus shares (2 new shares for every 1 share held)

52

MARKET PRICE INFORMATION

As of the date of this Preliminary Placement Document, 215,605,773 Equity Shares are issued, subscribed and paid up.

The following tables set forth the reported high, low and average closing prices of the Equity Shares and the number of Equity Shares traded on the days such high and low closing prices were recorded on BSE during the Fiscals 2013, 2014 and 2015

A. The following tables set forth the reported high, low and average closing prices of the Equity Shares and the number of Equity Shares traded on the days such high

and low closing prices were recorded on NSE and BSE during the Fiscal 2013, 2014 and 2015

NSE

Fiscal Year

High (Rs.)

Date of High

Number of Equity Shares

traded on date of high

Volume of Equity Shares traded on date

of high (in Rs. Lakhs)

Low (Rs.)

Date of Low


traded on date of low


of low (in Rs. Lakhs)

Average price for the period (Rs.)*

2015 3.95 21.01.2015 698061 26.17 1.65 09.11.2015 130374 2.26 2.51 2014 20.55 03.01.2014 91945 18.27 1.30 22.10.2014 1139852 16.07 5.46 2013 24.5 26.09.2013 727724 17.01 16.75 05.07.2013 79697 14.32 20.13

Source: www.nseindia.com * Average of the daily closing prices Note: High and low prices are of the daily closing prices BSE

Fiscal Year

High (Rs.)

Date of High


traded on date of high


of high (in Rs. Lakhs)

Low (Rs.)

Date of Low


traded on date of low


of low (in Rs. Lakhs)

Average price for the period (Rs.)*

2015 4.13 05.02.2015 408321 15.93 1.67 10.11.2015 112368 1.98 2.53 2014 20.10 02.01.2014 122594 24.35 1.29 22.10.2014 376234 5.37 5.44 2013 26.00 01.10.2013 55460 12.84 17.00 05.07.2013 297966 55.20 20.15

Source: www.bseindia.com * Average of the daily closing prices Note: High and low prices are of the daily closing prices B. The following tables set forth the details of the Equity Shares traded and the volume of business transacted during the Fiscals 2013, 2014 and 2015 NSE

Fiscal Year

Number of Equity Shares traded Volume of Equity Shares traded

(in Rs. Lakhs) 2015 58970092 1587.14 2014 105245379 5675.48 2013 35058723 7060.53

Source: www.nseindia.com

53

BSE

Fiscal Year

Number of Equity Shares traded Volume of Equity Shares traded (in Rs. Lakhs)

2015 50729666 1419.36 2014 96248359 4429.88 2013 43054128 327.42

Source: www.bseindia.com

C. The following tables set forth the reported monthly high, low and average of the closing prices of the Equity Shares and the total trading volume on Stock Exchanges during the six months immediately preceding the date of filing of this Placement Document

NSE

Month, Year

High (Rs.)

Date of High

Number traded on date of high

Volume traded on date of high (in Rs. Lakhs)

Low (Rs.)

Date of Low

Number traded on date of low

Volume traded on date of low (in Rs. Lakhs)

Average price for the period

(Rs.)* Oct 16 5.20 10.10.2016 1140683 57.31 4.1 04.10.2016 386328 16.45 4.63 Sept 16 4.9 01.09.2016 892715 41.95 4.1 29.09.2016 1121547 48.66 4.53 Aug 16 5.1 08.08.2016 4267189 203.85 3.9 04.08.2016 1193151 50.58 4.43 July 16 5.4 11.07.2016 10429516 515.7 3.7 01.07.2016 811907 31.44 4.33 June 16 3.95 29.06.2016 4086088 153.85 2.35 03.06.2016 667087 16.27 2.86 May 16 3.05 25.05.2016 791437 22.2 2.30 16.05.2016 38289 0.91 2.51

Source: www.nseindia.com * Average of the daily closing prices

Note: High and low prices are of the daily closing prices.

BSE

Month, Year

High (Rs.)

Date of High

Number traded on date of high

Volume traded on date of high (in Rs. Lakhs)

Low (Rs.)

Date of Low

Number traded on date of low

Volume traded on date of low (in Rs. Lakhs)

Average price for the period

(Rs.)* Oct 16 5.20 10.10.2016 536448 2.69 4.11 04.10.2016 63192 2.68 4.64 Sept 16 4.84 07.09.2016 170515 7.95 4.15 29.09.2016 353496 15.27 4.53 Aug 16 5.10 29.08.2016 867550 42.98 3.93 04.08.2016 347202 14.65 4.44 July 16 5.30 11.07.2016 2408408 102.26 3.67 04.07.2016 284609 10.84 4.33 June 16 4.00 30.06.2016 882121 34.01 2.33 03.06.2016 126712 3.07 2.87 May 16 3.04 27.05.2016 564772 16.17 2.34 16.05.2016 16271 0.39 2.51

Source: www.bseindia.com * Average of the daily closing prices Note: High and low prices are of the daily closing prices.

54

D. The following tables set forth the details of the Equity Shares traded and the volume of business transacted during the six months immediately preceding the month of filing of this Placement Document

NSE

Month, Year


Oct 16 8052897 379.36 Sept 16 8042676 365.69 Aug 16 20813593 946.58 July 16 54074081 2422.95 June 16 19308077 627.42 May 16 5389245 146.23

Source: www.nseindia.com BSE

Month, Year


Oct 16 2835066 135.32 Sept 16 4864933 219.74

Aug 16 5906322 264.25 July 16 14351600 644.23 June 16 9243624 304.76 May 16 3161427 87.95

Source: www.bseindia.com

E. The following table sets forth the market price on the Stock Exchanges on 26t h July 2016, the first working day following the approval of the Board of Directors for the Issue

NSE

Open (Rs.)

High (Rs.)

Low (Rs.)

Close (Rs.)

Number of Equity Shares traded

Volume of Equity Shares traded (in Rs. Lakhs)

4.55 4.70 4.30 4.35 7,34,029 32.96 Source: wwwnnseindia.com

BSE

Open (Rs.)

High (Rs.)

Low (Rs.)

Close (Rs.)

Number of Equity Shares traded

Volume of Equity Shares traded (in Rs. Lakhs)

4.68 4.68 4.31 4.34 2,71,350 12.20 Source: www.bseindia.com

55

MAJOR SHAREHOLDERS

The summary statement showing holding of specified securities of our Company as of September 30, 2016, is herein below:

Category of Shareholder

Nos. of Shareholder

No. of fully paid up equity shares held

Total nos. shares

held

Shareholding as a % of total no. of

shares (calculated as per SCRR, 1957) As a %

(A+B+C2)

Number of Shares Pledged or otherwise

encumbered

Number of Equity Shares held in

dematerialized form No.(a) As a % of

total Shares held (b)

(A) Promoter & Promoter Group

19 6,94,55,585 6,94,55,585 32.21 3,67,43,133 52.90 6,94,55,585

(B) Public 12,186 14,61,50,188 14,61,50,188 67.79 0.00 14,48,40,703 (C1) Shares underlying DRs

0.00 0.00

(C2) Shares held by Employee Trust

0.00 0.00

(C) Non Promoter-Non Public

0.00 0.00

Grand Total 12205 21,56,05,773 21,56,05,773 100.00 3,67,59,633 21,42,96,288

The summary statement showing holding of specified securities of the Promoter and Promoter Group in our Company as of September 30, 2016, is herein below:


Nos. of Shareholder


Total nos. shares

held



(A+B+C2)

Number of Shares Pledged or otherwise

encumbered

Number of Equity Shares held in


total Shares held (b)

(A1) Indian Individuals/Hindu undivided Family

19 6,94,55,585 6,94,55,585 32.21 3,67,43,133 52.90 6,94,55,585

Riddhi Chirag Gala 1 1,10,000 1,10,000 0.05 0.00 1,10,000 Amrut P Shah 1 2,22,83,925 2,22,83,925 10.34 71,49,736 32.08 2,22,83,925 Vimla Amrut Shah 1 16,02,000 16,02,000 0.74 0.00 16,02,000 Shantilal Premji Shah 1 1,47,87,157 1,47,87,157 6.86 1,01,38,240 68.56 1,47,87,157

56

Chetna Raichand Shah 1 10,27,000 10,27,000 0.48 0.00 10,27,000 Gada Hasmukh Arjan HUF

1 14,82,000 14,82,000 0.69 0.00 14,82,000

Richa Raichand Shah 1 13,87,000 13,87,000 0.64 0.00 13,87,000 Meenaxi Hasmukh Gada

1 5,25,000 5,25,000 0.24 2,80,000 53.33 5,25,000

Hasmukh Arjan Gada 1 18,87,000 18,87,000 0.88 0.00 18,87,000 Nayna Shantilal Shah 1 2,64,000 2,64,000 0.12 0.00 2,64,000 Nidhi Raichand Shah 1 1,16,000 1,16,000 0.05 0.00 1,16,000 Hardik Amrut Shah 1 40,000 40,000 0.02 0.00 40,000 Yash Raichand Shah 1 3,59,000 3,59,000 0.17 3,00,000 83.57 3,59,000 Divij Shantilal Shah 1 1,31,000 1,31,000 0.06 0.00 1,31,000 Krunal Shantilal Shah 1 43,000 43,000 0.02 0.00 43,000 Shantilal P Shah (HUF)

1 7,80,000 7,80,000 0.36 3,40,000 43.59 7,80,000

Raichand Premji Shah 1 2,17,34,503 2,17,34,503 10.08 1,85,35,157 85.28 2,17,34,503 Laxmiben Arjan Gada 1 3,45,000 3,45,000 0.16 0.00 3,45,000 Amrut Premji Shah (HUF)

1 5,52,000 5,52,000 0.26 0.00 5,52,000

Sub Total A1 19 6,94,55,585 6,94,55,585 32.21 3,67,43,133 52.90 6,94,55,585 A2) Foreign 0.00 0.00 A=A1+A2 19 6,94,55,585 6,94,55,585 32.21 3,67,43,133 52.90 6,94,55,585

The summary statement showing holding of specified securities of public shareholders in our Company as of September 30, 2016, is herein below


Nos. of Shareholder


Total nos. shares held



(A+B+C2)

Voting Rights Number of Equity Shares held in


total Voting rights (b)

(B1) Institutions 0 0 0.00 0.00 Mutual Funds 1 10,000 10,000 0.00 10,000 0.00 10,000 Financial Institutions/Banks

1 1,25,000 1,25,000 0.06 1,25,000 0.06 1,25,000

Any Other (specify) 1 10,00,000 10,00,000 0.46 10,00,000 0.46 10,00,000 Sub Total B1 3 11,35,000 11,35,000 0.52 11,35,000 0.52 11,35,000 B2) Central Government/ State

0 0 0.00 0.00

57

Government(s)/ President of India Central Government/ State Government(s)/ President of India

1 90,00,000 90,00,000 4.17 90,00,000 4.17 90,00,000

General Insurance Corporation of India

1 90,00,000 90,00,000 4.17 90,00,000 4.17 90,00,000

Sub Total B2 1 90,00,000 90,00,000 4.17 90,00,000 4.17 90,00,000 B3) Non-Institutions 0 0 0.00 0.00 Individual share capital up to Rs.2 lacs

11742 6,19,86,105 6,19,86,105 28.75 6,19,86,105 28.75 6,06,76,620

Individual Share capital in excess of Rs 2 lacs

68 3,59,86,720 3,59,86,720 16.69 3,59,86,720 16.69 3,59,86,720

Sanjay Bhai Savji Bhai Bharodia

1 2303138 2303138 1.07 2303138 1.07 2303138

NBFCs registered with RBI

2 75,206 75,206 0.03 75,206 0.03 75,206

Any Other (Specify) 370 3,79,67,157 3,79,67,157 17.61 3,79,67,157 17.61 3,79,67,157 Ganjan Trading Company Pvt Ltd

1 1,49,99,499 1,49,99,499 6.96 1,49,99,499 6.96 1,49,99,499

Sub Total B3 12182 13,60,15,188 13,60,15,188 63.09 13,60,15,188 63.09 13,47,05,703 B=B1+B2+B3 12186 14,61,50,188 14,61,50,188 67.79 14,61,50,188 67.79 14,48,40,703

58

DIVIDENDS

The declaration and payment of dividends by our Company will be recommended by our Board and approved by our Shareholders at their discretion, subject to the provisions of the Articles and Companies Act. The recommendation, declaration and payment of dividends will depend on a number of factors, including but not limited to our Company’s profits, capital requirements and overall financial condition. The Board may also from time to time pay interim dividends.

The table below sets out the details of the dividends declared by our Company on its Equity Shares during the immediately preceding three Fiscals:

Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014 Face value of Equity Shares (Rs. Per Equity Share) 1.00 1.00 1.00 Dividend per share* (in Rs.) N.A N.A 0.01 Total amount of dividend (in Rs) N.A N.A 21,56,058 Dividend rate (%) N.A N.A 1%

59

AUDITORS

Our statutory auditors are M/s Bhuta Shah & Co. LLP, Chartered Accountants, who have audited the standalone and consolidated financial statements of our Company for the Fiscals 2016, 2015 and 2014, and are independent auditors with respect to our Company in accordance with the applicable guidelines issued by the ICAI. M/s Bhuta Shah & Co. LLP, Chartered Accountants, have also examined the Audited Financial Statements included in this Placement Document and their reports on the Audited Financial Statements are also included herein.

60

STATEMENT OF TAX BENEFITS STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY (INCLUDING ITS RELEVANT SUBSIDIARIES AS APPLICABLE) AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA To The Board of Directors Sundaram Multi Pap Limited 5/6 Papa Industrial Estate Suren Road, Andheri (East) Mumbai-400093 Dear Sirs, Subject: Statement of Possible Tax Benefits available to the Company and its Shareholders prepared in accordance with the requirement in Schedule VIII – Part A, Clause (VII)(L) of the Securities and Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2009, as amended. We hereby report that the enclosed annexure, prepared by Sundaram Multi Pap Limited (CIN: L211098MH1995PLC086337) (the “Company”) states the possible tax benefits available to the Company and to the shareholders of the Company under the provisions of the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act, 2016 (i.e. applicable for financial year 2016-17, relevant to the assessment year 2017-18) presently in force in India as on the signing date. The benefits as stated are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act failing which the stated benefits may be wholly or partially denied. The benefits discussed in the enclosed Annexure are not exhaustive. Further, the presentation of this Statement of Possible Tax Benefits is the responsibility of the Management. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax implications arising out of their participation in the proposed Qualified Institutional Placement of Equity Shares of the Company particularly in view of case specific nature of the tax consequences and the changing tax laws in India. We do not express any opinion or provide any assurance as to whether: (a) The Company or its shareholders will continue to obtain these benefits in future; or (b) The conditions prescribed for availing the benefits have been / would be met. (c) The revenue authorities / courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company or any other person for any claims, liabilities or expenses whatsoever relating to this Statement. The contents of the enclosed Annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and the provisions of the tax regulations stated above, as of date. The enclosed Annexure is intended solely for your information and for the inclusion in the Preliminary Placement Document, Placement Document and any other material issued by the Company, in connection with the proposed Qualified Institutional Placement of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. For Bhuta Shah & Co LLP. Chartered Accountants Firm Registration No. 101474W Shailesh Bhuta Partner Membership No. 033958 Mumbai,

Date: 11.11.2016

61

ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT TAX LAWS IN INDIA

The information provided below sets out the possible tax benefits available to the shareholders of the Company, in a summary manner only, under the direct tax laws presently in force in India (i.e. applicable for Financial Year (‘FY’) 2016-17 relevant to the assessment year (‘AY’) 2017-18). Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the applicable regulations. Hence, the ability of the Company or its shareholders to derive the possible tax benefits is linked to the fulfillment of such conditions. This is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of equity shares, under the current tax laws presently in force (as on date of this Report) in India. The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX IMPLICATIONS OF AN INVESTMENT IN THE SHARES PARTICULARLY IN VIEW OF THE FACT THAT CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL. A. UNDER THE INCOME TAX ACT, 1961 (‘THE ACT’) 1. Levy of Income-tax Levy of income-tax and provisions under the Act are dependent on the residential status of the tax payer. The provisions relevant for determination of the residential status of a tax payer are summarized herein below: 1.1 Residential status Under the Act, “Non-Resident” means a person who is not a resident in India. 1.1.1 Residential status of an individual As per the provisions of the Act, an individual is considered to be a resident in India during any FY if he or she is present in India for: (a) a period or periods aggregating to 182 days or more in that FY; or (b) a period or periods aggregating to 60 days or more in that FY and for a period or periods aggregating to 365 days or more within the four preceding years; or In the case of a citizen of India or a person of Indian origin living outside India who comes on a visit to India in any previous year, the limit of 60 days under point (b) above shall be read as 182 days. In the case of a citizen of India who leaves India as member of the crew of an Indian ship in any previous year, the limit of 60 days under point (b) above, shall be read as 182 days. Further if an individual fulfills the conditions prescribed under Section 6(6) of the Act, he/she shall be regarded as ‘Resident but not ordinarily resident’. 1.1.2 Residential status of a Company A Company is resident in India if it is formed and incorporated under the Companies Act, 1956/2013 or the place of effective management, in that year, is situated in India. For this purpose, the place of effective management (POEM) means a place where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole are, in substance made. For this purpose, the Central Board of Direct Taxes, Government of India (CBDT), for the benefit of the taxpayers as well as tax administration, is in the process of issuing a set of guiding principles to be followed in determination of POEM. 1.1.3 Residential status of a Hindu undivided family (‘HUF’), firm or AOP – A HUF, firm or other association of persons or every other person is resident in India except where, during that year, the control and management of its affairs is situated wholly outside India.

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1.1.4 Residential status of every other person Every other person is resident in India in a FY, in every case, except where the control and management of his affairs is situated wholly outside India. 1.2 Scope of taxation In general, a person who is "resident'' in India in a FY is subject to tax in India on its global income. In the case of a person who is "non-resident'' in India, only the income that is received or deemed to be received or that accrues or is deemed to accrue or arise to such person in India, is subject to tax in India. Income earned from the equity shares of the Company would be considered to accrue or arise in India, and would be taxable in the hands of all categories of tax payers irrespective of their residential status unless specifically exempt (e.g. Dividend). However, a relief may be available under applicable Double Taxation Avoidance Agreement (‘DTAA’) to certain non-residents/ investors. 2 Benefits available to the Company: 2.1 Taxability of Business Income: Business income of the Company shall be computed in accordance with the provisions contained in Sections 30 to 43D of the Act. Special Tax Benefit available to the Company 2.1.1 Deduction of expenditure on Scientific Research Under Section 35(1)(i) and Section 35(1)(iv) of the Act, the Company is eligible for deduction in respect of any revenue and capital expenditure (other than expenditure on the acquisition of any land) respectively incurred on scientific research related to its business. Under Section 35(2AB) of the Act, a company engaged in the business of manufacture or production of any article or thing, not being an article or thing specified in the list of the Eleventh Schedule to the Act, incurring any expenditure on scientific research (not being expenditure in the nature of cost of any land and building) on in-house research and development facility as approved by the Department of Scientific and Industrial Research (‘DSIR’), is entitled to a deduction of two times of the expenditure so incurred. General Tax Benefits available to the Company 2.1.2 Depreciation Allowance: Under Section 32(1) of the Act, the Company can claim depreciation allowance at the prescribed rates in respect of the following assets owned by it and used for the purpose of its business: Tangible assets being building, machinery, plant or furniture; Intangible assets being know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after April 1, 1998. Further, in case the assets are put to use for less than 180 days in the year of acquisition, then deprecation would be calculated at the rate of 50% of applicable rate. As per Section 32(1)(iia) of the Act, the Company is entitled to claim additional depreciation at the rate of 20% of the actual cost of any new machinery or plant acquired and installed after March 31, 2005. The first proviso to Section 32(1)(iia) of the Act entitles a company to claim additional depreciation at the rate of 35% where it sets up an undertaking for manufacture of any article or thing in any notified backward area in Andhra Pradesh or Bihar or Telangana or West Bengal, after April 1, 2015 but before April 1, 2020. However, no deduction is allowed in respect of: (a) Ships and Aircraft; (b) Any machinery or plant which, before its installation by the company, was used either within or outside India by any other person; (c) Any machinery or plant installed in any office premises or any residential accommodation, including accommodation in the nature of a guest-house;

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(d) Any office appliances or road transport vehicles; or (e) Any machinery or plant, the whole of the actual cost of which is allowed as a deduction (whether as depreciation or otherwise) in computing the income under the head ‘Profits and gains from business and profession’ of any one FY. Further, in case the assets are put to use for less than 180 days in the year of acquisition, then deprecation would be 50% of the cost of acquisition in the first year and the balance 50% would be available in the immediately succeeding previous year. 2.1.3 Investment in new plant and machinery: As per Section 32AC(1A) of the Act, the Company is entitled to a deduction of 15% of actual cost of ‘new assets’ acquired and installed in a FY subject to the fact that the aggregate amount of actual cost of such new assets should exceed Rs. 25 crores. No deduction under Section 32AC(1A) of the Act would be available from FY 2017-18 onwards. Further, in case the new asset acquired or and installed is transferred by the Company, except in connection with amalgamation/demerger, within 5 years from the date of its installation, the amount of deduction allowed under Section 32AC (1A) of the Act, would be deemed to be income under the head ‘Profits and Gains from business or profession’ of the year in which such new asset is sold or otherwise transferred. This tax treatment is in addition to the taxability of gains arising on transfer of new asset. The term ‘new asset’ means any new plant and machinery but does not include: Ships and Aircraft; Any machinery or plant which, before its installation by the company, was used either within or outside India by any other person; Any machinery or plant installed in any office premises or any residential accommodation, including accommodation in the nature of a guest-house; Any office appliances including computers or computer software Any vehicle; or Any machinery or plant, the whole of the actual cost of which is allowed as a deduction (whether as depreciation or otherwise) in computing the income under the head ‘Profits and gains from business and profession’ of any one FY. 2.1.4 Carry forward of unabsorbed depreciation, unabsorbed business losses Under Section 32(2) of the Act, the Company can carry forward and set off unabsorbed depreciation of one FY and adjust against any source of income of subsequent years. Under Section 72 of the Act, unabsorbed business loss (other than from speculation), if any can be carried forward and set off against business profits of subsequent years (up to 8 consecutive years) subject to prescribed conditions. However, as per Section 80 of the Act, the unabsorbed business loss can be carried forward only when the return of income has been filed within the time prescribed under Section 139(1) of the Act. Under Section 72A of the Act, pursuant to business re-organizations such as amalgamation, demerger, etc., the successor company shall be allowed to carry forward any accumulated tax losses/unabsorbed depreciation of the predecessor company subject to fulfillment of prescribed conditions. 2.1.5 Other Benefits

1. As per the provisions of Section 35D of the Act, any specified preliminary expenditure incurred by an Indian company before the commencement of its business or after commencement of its business, in connection with the extension of an undertaking or setting up of a new unit, shall be allowed a deduction of an amount equivalent to one-fifth of such expenditure for each of the five successive financial years beginning with the financial year in which the extension of the undertaking is completed or the new unit commences production or operation. However, any expenditure in excess of 5% of the cost of the project or the capital employed in the business of the Company, shall be ignored for the purpose of computing the deduction allowable under section 35D of the Act.

2. As per the explanation to Section 37 of the Act, any expenditure incurred by the Company on the activities relating to Corporate Social Responsibility (‘CSR’) referred to in section 135 of the Companies

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Act, 2013 shall not be deemed to be an expenditure incurred by the Company for the purpose of the business or profession. However, CSR expenditure which is of the nature described in provisions of Sections 30 to 36 of the Act shall be allowed as deduction under respective sections, subject to fulfillment of conditions, if any, specified therein.

2.1.6 Deduction for donations The Company is entitled to a deduction under Section 80G of the Act in respect of amounts contributed as donations to various charitable institutions and funds covered under that Section, in respect of such amounts and subject to the fulfillment of conditions prescribed therein. No deduction shall be allowed under Section 80G of the Act for any sum exceeding Rs.10,000 unless such sum is paid by any mode other than cash. 2.2 Taxability of Capital Gains 2.2.1 Capital assets may be categorized into short-term capital assets and long-term capital assets based on the period for which they are held by a tax payer. A security (other than a unit) listed in a recognized stock exchange in India or units of the Unit Trust of India established under the Unit Trust of India Act, 1963 or a unit of an equity oriented fund or a zero coupon bond are considered as long-term capital assets if they are held for a period of more than 12 months immediately preceding the date of their transfer. Consequently, capital gains arising on sale of these assets are considered as ‘long-term capital gains’ or LTCG. Capital gains arising on sale of these assets held for a period of 12 months or less are considered as 'short term capital gains' or STCG. In case of a share of a Company (not being a share listed in a recognized stock exchange in India), it shall be considered as long-term capital asset if it has been held by VEIL for more than 24 months immediately preceding the date of its transfer. 2.2.2 As per Section 10(38) of the Act, capital gains arising from transfer of a long-term capital asset being an equity share in the Company or an unit of an equity oriented fund, where the transaction of sale is chargeable to Securities Transaction Tax (‘STT’) or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center (IFSC) and where the consideration for such transaction is paid or payable in foreign currency, shall be exempt from tax in the hands of the Company. For this purpose, ‘Equity oriented fund’ means a fund – i) where the investible funds are invested by way of equity shares in the domestic companies to the extent of more than 65% of the total proceeds of such funds; and ii) which has been set up under a scheme of a Mutual fund specified under Section 10(23D) of the Act. However, the long-term capital gains arising on sale of share or units referred above shall not be reduced while calculating the book profit under the provisions of Section 115JB of the Act. In other words, such book profit shall include the long-term capital gain as referred to in Section 10(38) of the Act and the Company will be required to pay MAT @ 18.5% (9% in the case of an assesse being a unit located in an IFSC) (increased by surcharge and cesses as applicable) on such book profit. 2.2.3 Section 48 of the Act, (which prescribes the mode of computation of capital gains) provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset from the sale consideration to arrive at the amount of capital gains. However, in respect of long-term capital gains (as defined above), a deduction of indexed cost of acquisition / improvement is available. Indexed cost of acquisition means an amount which bears to the cost of acquisition the same proportion as Cost Inflation Index (CII) for the year in which the asset is transferred bears to the CII for the first year in which the asset was held by the taxpayer or for the year beginning on April 1, 1981, whichever is later. In other words, indexed cost of acquisition is computed as under: Cost of acquisition (x) CII of the FY in which the asset is transferred CII of the FY in which the asset was first held by the tax payer or for the year beginning on April 1, 1981 whichever is later.

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2.2.4 As per the provisions of Section 112 of the Act, long-term capital gains to the extent not exempt under Section 10(38) of the Act would be subject to tax in the hands of the Company at the rate of 20% (plus applicable surcharge, education cess and secondary & higher education cess). However, as per the proviso to Section 112(1) of the Act, if the tax on long-term capital gains resulting from transfer of listed securities (other than a unit) to the extent not exempt under Section 10(38) of the Act, calculated at the rate of 20% (with indexation benefit) exceeds the tax on long-term gains computed at the rate of 10% (without indexation benefit), then such gains are chargeable to tax at the concessional rate of 10% (without indexation benefit) (plus applicable surcharge, education cess and secondary & higher education cess). 2.2.5 As per the provisions of Section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund, where the transaction of sale is chargeable to STT or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center and where the consideration for such transaction is paid or payable in foreign currency, shall be subject to tax at a rate of 15% (plus applicable surcharge, education cess and secondary & higher education cess). Short-term capital gains arising from transfer of shares, other than those covered by Section 111A of the Act, would be subject to tax at the normal rate as applicable to the Company which is presently 30% (plus surcharge, education cess and secondary & higher education cess as may be applicable). 2.2.6 Under Section 54EC of the Act and subject to the conditions specified therein, long-term capital gains arising to the Company would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term (i.e. redeemable after 3 years) specified assets, being bonds (as presently notified) issued by: i) National Highway Authority of India constituted under Section 3 of The National Highways Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956. The investment made in such bonds during any FY cannot however exceed Rs.5,000,000. If only a part of the capital gains is invested, the exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified assets are transferred or converted into money within 3 years from the date of their acquisition, the amount of capital gains so exempt shall be chargeable to tax during the year of such transfer or conversion. As long term capital gains covered under Section 10(38) of the Act are exempt from tax, there is no requirement to invest under Section 54EC of the Act in such cases. 2.2.7 Under Section 54EE of the Act and subject to the conditions specified therein, long-term capital gains arising to any assessee would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term specified asset, which mean unit or units, issued before April 1, 2019 of such fund as may be notified by the Central Government in this behalf, subject to investment ceiling of Rs. 50 lakhs. 2.2.8 As per Section 50 of the Act, where a capital asset is forming part of a block of assets in respect of which depreciation has been allowed under the Act, capital gains shall be computed in the following manner: where full value of consideration on account of transfer of any asset forming part of block of asset, as reduced by expenditure incurred wholly or exclusively in connection with transfer, exceeds the written down value of block of assets and actual cost of assets acquired during the year, such excess shall be deemed to be short term capital gains and taxed accordingly. where any block of assets ceases to exist, for the reason that all the assets in that block are transferred, the difference between the consideration arising on result of transfer and the written down value of block of assets and the actual cost of assets acquired during the year, shall be deemed to be short term capital gains / (losses) and taxed accordingly. 2.2.9 Under Section 70(2) of the Act, the Company can set off short term capital loss against other short term capital gain or long term capital gain. Under Section 70(3) of the Act, the Company can set off long term capital loss against other long term capital gain alone. Under Section 74 of the Act, the unabsorbed short term capital loss can be carried forward and set off against capital gains (whether short term or long term) of subsequent years (upto 8 years). Unabsorbed long term capital loss can be carried forward and set off against long term capital gains only, of subsequent years (upto 8 years). However as per Section 80 of the Act, the unabsorbed capital loss can be carried forward only when the return of income has been filed within the time prescribed under Section 139(1) of the Act.

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2.3 Taxability of Dividends 2.3.1 As per provisions of Section 10(34) read with Section 115-O of the Act, dividend (both interim and final), if any, received by the Company on its investments in shares of another Domestic Company is exempt from tax, provided that such dividend is subject to Dividend Distribution Tax (DDT) in the hands of dividend declaring company. The dividend referred to in this context includes distribution by a Company out of accumulated profits. 2.3.2 The domestic company distributing dividends will be liable to pay DDT at the rate of 15% on gross basis on the amount of dividend payable (plus a surcharge of 12% on the dividend distribution tax and education cess and secondary and higher education cess of 2% and 1% respectively on the amount of dividend distribution tax and surcharge thereon). The amount of distribution of dividend to shareholders has to be grossed up for the purpose of DDT, so that the shareholders receive the net distributed profits, in full. Thus, the effective rate of DDT would be 20.36% of the amount of dividend declared, distributed or paid by the Company. In calculating the amount of dividend on which DDT is payable, dividends (if any, received by the Company during the assessment year and subject to fulfillment of the conditions), shall be reduced by: dividends received by the domestic company from a subsidiary of the Company (a company shall be a subsidiary of another company, if such other company, holds more than half in nominal value of the equity shares capital of the company) & which has been subjected to DDT; or where such subsidiary is a foreign company, the tax is payable under Section 115BBD of the Act by the domestic company. As per the proviso to this Section, the same amount of dividend would not be taken into account for reduction more than once. 2.3.3 As per provisions of Section 10(35) of the Act, income received in respect of units of a mutual fund specified under Section 10(23D) of the Act (other than income arising from transfer of such units) is exempt from tax. 2.3.4 Under Section 14A of the Act, no deduction is permitted in respect of expenditure incurred in relation to earning of income which is not chargeable to tax including dividends exempt under Section 10(34) of the Act. The expenditure relatable to ‘exempt income’ needs to be determined in accordance with the provisions specified in Section 14A of the Act read with Rule 8D of the Income-tax Rules, 1962 (‘the Rules’). 2.4 Availing the benefit of Double Taxation Avoidance Agreement (DTAA) Under the provisions of Section 90 of the Act, the Company shall be eligible for claiming credit of taxes doubly paid by it on income, both in India and in the foreign countries with which the Government of India has entered into DTAA. The tax credit shall be available as per the provisions of the Act or the relevant DTAA, whichever are more beneficial to the taxpayer. Section 91 of the Act provides for unilateral relief in respect of taxes paid on incomes in the foreign countries with which no DTAA exists. Under the provisions of said Section, the Company shall be entitled to deduction from the Indian income-tax of sum calculated on such doubly taxed income at the Indian rate of tax or rate of tax in the foreign country, whichever is lower. 2.5 Corporate Tax Rate and Minimum Alternative Tax (‘MAT’) 2.5.1 The tax rate applicable to the CFSL for the FY ended March 31, 2017 is 29% (in case turnover is upto Rs. 5 crore) or 30% (in case turnover exceeds Rs. 5 crore) on taxable income under the normal provision of the Act or 18.5% on book profits under MAT, whichever is higher. A surcharge on income tax of 7% is case of domestic company having a total income exceeding Rs. one crore, but not exceeding Rs. Ten crore and 12% in case of domestic company having a total income exceeding Rs. ten crore. Education cess of 2% and Secondary & Higher Education cess of 1% is levied on the amount of tax and surcharge. 2.5.2 As per provisions of Section 115JAA of the Act, the Company is eligible to claim credit for MAT paid in the current year against the normal income-tax payable in subsequent years. MAT credit is allowed for any assessment year to the extent of difference between the tax payable as per the normal provisions of the Act and the tax paid under Section 115JB for that assessment year. Such MAT credit is available for set-off up to 10 years succeeding the assessment year in which the MAT credit arises.

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3 Benefits available to the Shareholders: 3.1 Taxability of Dividends 3.1.1 Under Section 10(34) of the Act, income by way of dividends (whether interim or final) referred to in Section 115-O of Act received on the equity shares is exempt from income-tax in the hands of shareholders. W.e.f. FY 2016-17, income by way of dividend (in aggregate) in excess of Rs. 10 lakh shall be chargeable to tax in the case of an individual, Hindu undivided family (HUF) or a firm who is resident in India, at the rate of 10%. The taxation of dividend income in excess shall be on gross basis. 3.1.2 Under Section 115E of the Act, where the dividend income is received by a Non-Resident Indian (‘NRI’) (other than dividend exempt under Section 10(34) of the Act), then the same is taxable at the rate of 20% (increased by surcharge and cesses as applicable) provided the investment has been made in convertible foreign exchange. NRI means an individual being a Citizen of India or a Person of Indian origin who is a non-resident. The NRI may, by election, choose to be governed by this Section which provides for concessional rate of tax, else taxation would be computed by applying normal provisions. 3.1.3 Where such dividend is received by a Company, such dividend is to be excluded while computing MAT liability. However, it is pertinent to note that Section 14A of the Act restricts claims for deduction of expenses incurred in relation to exempt income. Thus, any expense incurred to earn the exempt dividend income is not allowable expenditure in accordance with Section 14A of the Act and rules thereunder. 3.1.4 As per section 94(7) of the Act, losses arising from sale/transfer of shares, where such shares are purchased within the said three months prior to the record date and sold within three months from the record date, will be disallowed to the extent such loss does not exceed the amount of dividend claimed exempt. ‘Record date’ means such date as may be fixed by a Company for the purposes of dividend distribution. 3.1.5 As per section 56(2(vii) of the Act, where an individual or Hindu Undivided Family received the shares a) without consideration where the aggregate fair market value of such shares exceeded Rs. 50,000 or b) for a consideration which was less than the aggregate fair market value of such shares by Rs. 50,000, then the fair market value of such shares shall be treated as ‘income from other sources’ in the hands of the recipient individual or Hindu Undivided Family. This provision shall not apply to any shares received from any relative (defined under the Act) or on the occasion of the marriage of the individual or under a will and so on. 3.2 Taxability of Capital Gains 3.2.1 Capital assets may be categorized into short-term capital assets and long-term capital assets based on the period for which they are held by a tax payer. A security (other than a unit) listed in a recognized stock exchange in India or units of the Unit Trust of India established under the Unit Trust of India Act, 1963 or a unit of an equity oriented fund or a zero coupon bond are considered as long-term capital assets if they are held for a period more than 12 months immediately preceding date of their transfer. Consequently, capital gains arising on sale of these assets are considered as ‘long-term capital gains’. Capital gains arising on sale of these assets held for a period of 12 months or less are considered as 'short term capital gains'. 3.2.2 As per Section 10(38) of the Act, capital gains arising from transfer of a long-term capital asset being an equity share in the Company or an unit of an equity oriented fund, where the transaction of sale is chargeable to Securities Transaction Tax (‘STT’) or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center and where the consideration for such transaction is paid or payable in foreign currency, shall be exempt from tax in the hands of the Company. For this purpose, ‘Equity oriented fund’ means a fund – i) Where the investible funds are invested by way of equity shares in the domestic companies to the extent of more than 65% of the total proceeds of such funds; and ii) Which has been set up under a scheme of a Mutual fund specified under Section 10(23D) of the Act. However, the long-term capital gains arising on sale of share or units referred above shall not be reduced while calculating the book profit under the provisions of Section 115JB of the Act. In other words, such book profit shall include the long-term capital gain as referred to in Section 10(38) of the Act and the Company will be required to pay MAT @ 18.5% (plus applicable surcharge, education cess and secondary & higher education cess) on such book profit.

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3.2.3 Section 48 of the Act, (which prescribes the mode of computation of capital gains) provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset from the sale consideration to arrive at the amount of capital gains. However, in respect of long-term capital gains (as defined above), a deduction of indexed cost of acquisition / improvement is available. Indexed cost of acquisition means an amount which bears to the cost of acquisition the same proportion as Cost Inflation Index (CII) for the year in which the asset is transferred bears to the CII for the first year in which the asset was held by the taxpayer or for the year beginning on April 1, 1981, whichever is later. In other words, indexed cost of acquisition is computed as under: Cost of acquisition (x) CII of the FY in which the asset is transferred CII of the FY in which the asset was first held by the tax payer or for the year beginning on April 1, 1981 whichever is later. 3.2.4 As per the provisions of Section 112 of the Act, long-term capital gains to the extent not exempt under Section 10(38) of the Act would be subject to tax in the hands of the Company at the rate of 20% (increased by surcharge and cesses as applicable) However, as per the proviso to Section 112(1) of the Act, if the tax on long-term capital gains resulting from transfer of listed securities (other than a unit) to the extent not exempt under Section 10(38) of the Act, calculated at the rate of 20% (with indexation benefit) exceeds the tax on long-term gains computed at the rate of 10% (without indexation benefit), then such gains are chargeable to tax at the concessional rate of 10% (without indexation benefit) (increased by surcharge and cesses as applicable). 3.2.5 As per the provisions of Section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund, where the transaction of sale is chargeable to STT or in case the sale is transacted through a recognized stock exchange located in any International Financial Services Center and where the consideration for such transaction is paid or payable in foreign currency, shall be subject to tax at a rate of 15% (increased by surcharge and cesses as applicable). Short-term capital gains arising from transfer of shares, other than those covered by Section 111A of the Act, would be subject to tax at the normal rate as applicable to the Company which is 30% (increased by surcharge and cesses as applicable). 3.2.6 In case of a NRI, any LTCG arising from transfer of shares (not exempt under Section 10(38) of the Act) shall be taxed at a concessional rate of 10% (increased by surcharge and cesses as applicable) without the indexation benefit but with protection against foreign exchange fluctuation under the first proviso to Section 48 of the act, subject to satisfaction of certain conditions. The NRI may, by election, choose to be governed by this Section which provides for concessional rate of tax, else taxation would be computed by applying normal provisions. 3.2.7 Under Section 54EC of the Act and subject to the conditions specified therein, long-term capital gains arising to the Company would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term (i.e. redeemable after 3 years) specified assets, being bonds issued by: i) National Highway Authority of India constituted under Section 3 of The National Highways Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956. The investment made in such bonds during any FY cannot exceed Rs.5,000,000. If only a part of the capital gains is invested, the exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified assets are transferred or converted into money within 3 years from the date of its acquisition, the amount of capital gains so exempt shall be chargeable to tax during the year of such transfer or conversion. As long term capital gains covered under Section 10(38) of the Act are exempt from tax, there is no requirement to invest under Section 54EC of the Act in such cases. 3.2.8 Under Section 54EE of the Act and subject to the conditions specified therein, long-term capital gains arising to any assessee would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term specified asset, which mean unit or units, issued before April 1, 2019 of such fund as may be notified by the Central Government in this behalf, subject to investment ceiling of Rs. 50 lakhs. 3.2.9 Under Section 54F of the Act and subject to the conditions specified therein, LTCG arising arising to an individual or HUF from transfer of shares is exempt from tax if the net consideration from such transfer is utilized

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within a period of one year before or two years after the date of transfer, for purchase of a new residential house, or for construction of residential house property, in India, within three years from the date of transfer. 3.2.10 Under Section 70(2) of the Act, the Company can set off short term capital loss against other short term capital gain or long term capital gain. Under Section 70(3) of the Act, the Company can set off long term capital loss against other long term capital gain alone. Under Section 74 of the Act, the unabsorbed short term capital loss can be carried forward and set off against capital gains (whether short term or long term) of subsequent years (upto 8 years). Unabsorbed long term capital loss can be carried forward and set off against long term capital gains only, of subsequent years (upto 8 years). However as per Section 80 of the Act, the unabsorbed capital loss can be carried forward only when the return of income has been filed within the time prescribed under Section 139(1) of the Act. 4 Benefits available to the Foreign Institutional Investors (‘FII’s): 4.1.1 Taxability of Dividends 4.1.2 Under Section 10(34) of the Act, income by way of dividends (whether interim or final) referred to in Section 115-O of Act received on the equity shares is exempt from income-tax in the hands of shareholders. 4.1.3 Where such dividend is received by a Company, such dividend is to be excluded while computing MAT liability. However, it is pertinent to note that Section 14A of the Act restricts claims for deduction of expenses incurred in relation to exempt income. Thus, any expense incurred to earn the exempt dividend income is not allowable expenditure in accordance with Section 14A of the Act and rules thereunder. 4.1.4 As per section 94(7) of the Act, losses arising from sale/transfer of shares, where such shares are purchased within the said three months prior to the record date and sold within three months from the record date, will be disallowed to the extent such loss does not exceed the amount of dividend claimed exempt. ‘Record date’ means such date as may be fixed by a Company for the purposes of dividend distribution. 4.2 Taxability of Capital Gains 4.2.1 Capital assets may be categorized into short-term capital assets and long-term capital assets based on the period for which they are held by a tax payer. A security (other than a unit) listed in a recognized stock exchange in India or units of the Unit Trust of India established under the Unit Trust of India Act, 1963 or a unit of an equity oriented fund or a zero coupon bond are considered as long-term capital assets if they are held for a period more than 12 months immediately preceding date of their transfer. Consequently, capital gains arising on sale of these assets are considered as ‘long-term capital gains’. Capital gains arising on sale of these assets held for a period of 12 months or less are considered as 'short term capital gains'. 4.2.2 Section 2(14) of the Act provides that any security including equity shares held by a FII who has invested in such securities in accordance with the regulations made under Securities & Exchange Board of India Act, 1992 would be treated as a capital asset so that any income arising from transfer of such security by the FII would be treated in the nature of capital gains and not in the nature of income from business. 4.2.3 Under Section 10(38) of the Act, LTCG arising to a shareholder on transfer of equity shares would be exempt from tax where the sale transaction has been entered into on a recognized Stock Exchange of India and is liable to STT. 4.2.4 Under Section 115AD(1)(ii) of the Act, income by way of STCG arising to the FII on transfer of shares shall be chargeable at a rate of 30%, where such transactions are not subjected to STT, and at the rate of 15% if such transaction of sale is entered on a recognized stock exchange in India and is chargeable to STT. The above rates are to be increased by surcharge at the rate of 2% where income of the FII shall be between Rs. 1 – 10 crores and at the rate of 5% for income beyond Rs. 10 crores. Education cess of 2% and Secondary & Higher Education cess of 1% is levied on the amount of tax and surcharge. 4.2.5 Under Section 115AD(1)(iii) of the Act, income by way of LTCG arising from the transfer of shares (in cases not covered under Section 10(38) of the Act) held in the Company will be taxable at the rate of 10% (increased by surcharge and cesses as applicable). The benefits of indexation of cost and of foreign currency fluctuations are not available to FIIs.

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4.2.6 Under Section 54EC of the Act and subject to the conditions specified therein, long-term capital gains arising to the Company would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term (i.e. redeemable after 3 years) specified assets, being bonds issued by: i) National Highway Authority of India constituted under Section 3 of The National Highways Authority of India Act, 1988; or ii) Rural Electrification Corporation Limited, the Company formed and registered under the Companies Act, 1956. The investment made in such bonds during any FY cannot exceed Rs.5,000,000. If only a part of the capital gains is invested, the exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified assets are transferred or converted into money within 3 years from the date of its acquisition, the amount of capital gains so exempt shall be chargeable to tax during the year of such transfer or conversion. As long term capital gains covered under Section 10(38) of the Act are exempt from tax, there is no requirement to invest under Section 54EC of the Act in such cases. 4.2.7 Under Section 54EE of the Act and subject to the conditions specified therein, long-term capital gains arising to any assessee would be exempt from tax if such capital gains are invested within 6 months after the date of such transfer in long term specified asset, which mean unit or units, issued before April 1, 2019 of such fund as may be notified by the Central Government in this behalf, subject to investment ceiling of Rs. 50 lakhs. 4.3 Availing the benefit of DTAA 4.3.1 In respect of FIIs, the tax rates and consequent taxation mentioned above will be further subject to any benefits, if any, available under the DTAA between India and the country of residence of the FII. As per Section 90(2) of the Act, the provisions of the Act or the DTAA, whichever are more beneficial to the taxpayer, would be applicable. Thus, FIIs can opt to be governed by the provisions of the Act or the applicable tax treaty, whichever is more beneficial. 4.3.2 As per section 90(4) of the Act, the FIIs shall not be entitled to claim relief under section 90(2) of the Act, unless a certificate of their being a resident in any country outside India, is obtained by them from the government of that country i.e. Tax Residency Certificate. As per section 90(5) of the Act, the FIIs shall be required to provide such other information, as may be notified. 4.4 Deduction of Tax At-Source As per Section 196D of the Act, no tax is to be deducted from any income, by way of capital gains (short term or long-term) arising from the transfer of securities referred to in section 115AD, payable to a FII. 5 Benefits available to Venture Capital Funds / Companies: 5.1 Under Section 10(23FB) of the Act, any income of Venture Capital Companies or Venture Capital Funds registered with the Securities and Exchange Board of India, from investment in a venture capital undertaking would be exempt from income tax, subject to conditions specified therein. ‘Venture capital undertaking’ means: A venture capital undertaking as defined in clause (n) of the regulation 2 of Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 or A venture capital undertaking as defined in clause (aa) of sub regulation (1) of regulation 2 of Alternate Investment Fund Regulations. 5.2 According to Section 115U of the Act, any income accruing or arising to or received by a person from his investment in venture capital companies/ funds would be taxable in his hands in the same manner as if it were the income accruing/ arising/ received by such person had the investments been made directly in the venture capital undertaking. 5.3 Further, as per Section 115U(5) of the Act, the income accruing or arising to or received by the Venture Capital Company/ Funds from investments made in a Venture Capital Undertaking if not paid or credited to a person (who has made investments in a Venture Capital Company/ Fund) shall be deemed to have been credited to

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the account of the said person on the last day of the previous year in the same proportion in which such person would have been entitled to receive the income had it been paid in the previous year. 6 Benefits available to Investment Funds 6.1 Under Section 10(23FBA) of the Act, any income except for income under the head "Profits and Gains of Business/ Profession" of Investment fund, registered as Category-I or category-II Alternative Investment Fund under the Securities and Exchange Board of India (Alternate Investment Fund) regulations, 2012 would be exempt from income tax, subject to conditions specified therein. 6.2 According to Section 115UB of the Act, any income accruing or arising to or received by a person from his investment in investment funds would be taxable in his hands in the same manner as if it were the income accruing/ arising/ received by such person had the investments been made directly in the company. 6.3 Further, as per Section 115UB(6) of the Act, the income accruing or arising to or received by the Investment Fund if not paid or credited to a person (who has made investments in an Investment Fund) shall be deemed to have been credited to the account of the said person on the last day of the previous year in the same proportion in which such person would have been entitled to receive the income had it been paid in the previous year. 7 Benefits available to the Mutual Funds: Under Section 10(23D) of the Act, any income of mutual funds registered under the Securities and Exchange Board of India Act, 1992 or regulations made thereunder or mutual funds set up by public sector banks or public financial institutions or mutual funds authorized by the Reserve Bank of India, is exempt from tax, subject to such conditions as the Central Government may, by notification in the Official Gazette, specify in this behalf. B. UNDER THE WEALTH TAX ACT, 1957 The Finance Act, 2015 has abolished the levy of wealth tax under the Wealth Tax Act, 1957 with effect from 1 April 2016. C. UNDER THE GIFT TAX ACT, 1958 Gift made after 1 October 1998 is not liable for any gift tax, and hence, gift of shares of the company would not be liable for any gift tax. Notes: 1. The above statement of possible direct tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of Shares. 2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefit under any other law. 3. The above statement states the possible tax benefits available to the Company and to the shareholders of the Company under the provisions of the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act, 2016 (i.e. applicable for financial year 2016-17, relevant to the assessment year 2017-18) presently in force in India as on the signing date. The benefits as stated are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act failing which the stated benefits may be wholly or partially denied. 4. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax implications arising out of their participation in the proposed Qualified Institutional Placement of Equity Shares of the Company particularly in view of case specific nature of the tax consequences and the changing tax laws in India.

72

5. In respect of non-residents, the tax rates mentioned above would be further subject to specific benefits, if any, available under the relevant Double Taxation Avoidance Agreement, between India and the Country in which the non-resident has tax domicile. 6. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes.

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RELATED PARTY TRANSACTIONS

For details of the related party transactions entered into during the immediately preceding three fiscals, in accordance with the requirement under applicable accounting standards issued by the ICAI, see the section titled “Financial Statements”.

The following selected financial information is extracted from and should be read in conjunction with, the Audited Consolidated Financial Statements prepared in accordance with Indian GAAP, included elsewhere in this Placement Document. You should refer to the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations”, for further discussion and analysis of the financial statements of our Company.

The financial information included in this Placement Document does not reflect our Company’s results of operations, financial position and cash flows for the future and its past operating results are no guarantee of its future operating performance.

75

Summary Consolidated Balance Sheet as at March 31, 2016, 2015 and 2014 (Rupees in lakhs)

Particulars As at 31st March, 2016

As at 31st March, 2015


EQUITY AND LIABILITIES Shareholders' funds Share Capital Reserves & Surplus Minority Interest Non- current Liabilities Long term Borrowings Deferred Tax Liabilities (Net) Other Long-term Liabilities Long-term P rovisions Current Liabilities Short-term Borrowings Trade Payables Other Current Liabilities Short-term Provisions

2156.06 6008.91

2156.06 7345.64

2156.06 12464.05

8164.97 9501.70 14620.11

2191.36 217.34

- 11.86

4684.70 361.34

- 33.91

2077.07

26.91 2420.56 5079.95 2103.98

4586.24

966.10 2856.52

15.66

3942.68 973.07

2335.20 40.04

8977.85 1464.44 1665.03

25.22 8424.52 7290.99 12132.54

Total 19010.05 21872.64 28856.63

ASSETS Non-current Assets Fixed Assets Tangible Assets Intangible Assets Capital Work-In-Progress Non-current Investments Deferred Tax Assets (Net) Long-term Loans and Advances

8672.28 520.65

6.06 -

519.55 608.77

9478.29 667.19

- 0.50

519.55 624.05

12936.24 851.73

- 0.50

158.22 747.60

10327.31 11289.58 14694.29

4483.54 3035.29

161.57 1000.87

1.47

6725.12 2517.57 130.53

1208.29 1.55

6419.26 5305.14

152.88 2283.58

1.47 8682.74 10583.06 14162.33

Total 19010.05 21872.64 28856.63

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Summary Consolidated Statement of Profit and Loss for the year ended March 31, 2016, 2015 and 2014

(Rupees in lakhs)

For the year ended March 31

For the year

ended March 31

For the year

ended March 31 Particulars 2016 2015 2014 Revenue from Operations Other Income Total Income (I) Expenses: Cost of Materials Consumed Purchases of Stock-in-Trade Change in Inventories of Finished Goods, Work-in-progress and Stock- in Trade Employee Benefit Expense Finance Costs Depreciation and Amortization Expense Other Expenses Total Expenses (II) Profit/(Loss) before extraordinary items and Tax (I)-(II) Exceptional Items Profit before tax Tax Expense: (1) Current tax (2) Deferred tax charges/credit (3) Tax for Earlier Year Profit After Tax Earnings per Equity Share (Rs.) Basic Diluted

9852.83 27.40

9880.23

6049.96 191.52

1231.89

373.45 1219.04

398.85 743.95

10208.66 (328.42)

(688.71)

(1017.13)

- (144.00)

(1.37) 871.16

(0.40) (0.40)

8492.13 20.53

8512.66

5986.55 2086.37

(1139.02)

429.89 1605.78 529.04

1014.74 10513.35 (2000.69)

(340.31)

2341

- -

(74.16) (2266.84)

(1.05) (1.05)

15637.25 64.19

15701.44

6880.54 4122.48

686.44 472.12

1710.18 691.49

1739.08 16302.33 (600.89)

-

600.89

46.09 (273.98)

(14.21) (358.77)

(0.17) (0.17)

77

Summary of Consolidated Statement of Cash Flow

Particulars

For the year ended March 31,2016

For the year ended March

31,2015

For the year ended

March 31,2014

A Cash Flow from Operating Activities

Net Profit /(Loss) before tax and Extraordinary items (1017.12) (2341.00) (600.88)

Adjustments for:

Depreciation & Amortization 398.85 529.03 691.49

Interest Income (241.89) (131.89) (85.46)

Dividend Income - (0.075) (0.075)

Preliminary Expenses W/off - - -

Interest Paid 1460.92 1967.76 2008.26

(Profit))/Loss on sale of Assets (Net) (862.39) (834.56) 16.75

Operating Profit before Working Capital Changes

Adjustments for:

Trade Receivables (517.72) 2787.57 3180.16

Inventories 2241.58 (305.86) (629.95)

Loans and advances 207.45 1302.24 84.72

Other Current Assets 0.075 (0.075) 1.53

Trade Payables (6.97) (491.37) (1718.63)

Other Liabilities & Provision 520.32 677.18 66.38

Cash generated from Operations 2183.11 3158.96 984.21

Direct Taxes Paid (Net) (7.77) (10.81) (100.40)

Net Cash Flow From Operating Activities 2175.33 3169.76 2913.90

B Cash flow from Investing Activities

Purchase of Tangible Fixed Assets (Net) (21.63) (76.66) (279.95)

Purchase of Intangible Fixed Assets (Net) (6.05) - -

Sale of Tangible Fixed Assets 951.71 1173.09 26.68

Sale of Investment 0.5 - -

Interest Received 241.89 - -

Dividend Received - 0.075 (0.075)

Net Cash Flow From Investing Activities 1166.41 1096.51 (253.19)

C Cash Flow from Financial Activities

(Repayment) of / Proceeds from Borrowings (1849.78) (2427.54) (446.39)

Interest Received - 131.89 85.46

Interest Paid (1460.92) (1967.76) (2008.26)

Dividend Paid (Incl. of Tax) - (25.22) (380.24)

77

Net Cash Flow From Financing Activities (3310.71) (4288.63) (2749.44)

Net Increase/(Decrease) in cash and cash equivalents (A+B+C) 31.04 (22.36) (88.73)

Cash & cash equivalents at beginning of the year 130.53 152.88 241.61

Cash & cash equivalents at end of the year 161.57 130.53 152.88

Net Increase/ (Decrease) 31.04 (22.36) (88.73)

78

BHUTA SHAH & Co LLPCHARTERED ACCOUNTANTS

901/902, Regent Chambers,

Nariman Point, Mumbai - 400 021. T: +91 22 4343 9191 / +91 22 2283 2626

Independent Auditors' Report To the Members of Sundaram Multi Pap Limited Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Sundaram Multi Pap Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. The procedures selected depend on the - auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting and the reasonableness of the accounting estimates made by the Company's directors as, well as evaluating the overall presentation of the financial statements.

79

BHUTA SHAH & Co LLP CHARTERED ACCOUNTANTS

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its loss and its cash flows for the year ended on that date. Emphasis of Matters We draw attention to the following matters in the notes to financial statements: Note 31 in the standalone financial statements which indicate that, balances of certain trade receivables and advances are subject to confirmation and reconciliation. However, the management does not expect any material variation affecting the current year's financial statements on account of such reconciliation/adjustments. Accordingly, no provision has been made in the financial statements. Our opinion is not modified in respect of these matters. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India

in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that: a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purposes of our audit; b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books; c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in

agreement with the books of account; d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; e. on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the

Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

.

79


g. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements — Refer Note 29 to the financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses: and

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For BHUTA SHAH & Co LLP Chartered Accountants Firm Reg No.: 101474W

CA. Shailesh Bhuta Partner Membership No.: 033958

Mumbai, 23 May 2016

80


"Annexure — A"

to Independent Auditors' Report of even date on the standalone financial statements for the year ended 31 March 2016 referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements".

(i) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of fixed assets (b) The Company has a program of verification of fixed assets to cover all the items in a phased manner

over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are herd in the name of the Company.

(ii) in respect of its inventories: As explained to us, the inventories have been physically verified during the year by the management at reasonable intervals and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

(iii) The Company has granted unsecured loan to one Company covered in the register maintained under section 189 of the Act, (a) according to the information and explanations given to us, there are no terms and conditions attached to

the loan; (b) according to the information and explanations given to us, the loan is repayable on demand, however,

the payment of interest has been stipulated and receipt of interest is regular; (c) there is no overdue amount and hence clause (iii) (c) of Para 3 is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect of loan given. The Company has not given any guarantee or provided any security during the year.

(v) According to information and explanations given to us, the Company has not accepted any deposits from the public as per provisions of section 73 to 76 of the Act and rules framed thereunder, and accordingly, the provisions of Clause (v) of Para 3 of the Order are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a

81


detailed examination of the cost records with a view to determine whether they are accurate or complete. (vii) In respect of statutory dues:

(a) According to information and explanations given to us and on the basis of our examination of records of the Company, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no arrears of statutory dues as on 31 March 2016 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax or value added tax which have not been deposited on account of any dispute.

According to the information and explanations given to us, the following due in respect of duty of excise has not been deposited by the Company on account of dispute:

Name of the Statute

Nature of due

Forum where dispute is pending

Period to which the amount

relates

Amount involved

(Rs.)

4,190,537 Central Excise Act, 1944

Excise Duty Commissioner of

Central Excise FY 2012-13

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders except deferred sales tax loan of Rs. 2,064,441 from SICOM payable since financial year 2007-08.

(ix) Based on our audit procedures and on the information and explanations given to us by the management, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, provisions of Clause (ix) of Para 3 of the Order is not applicable to the Company.

(x) Based on the audit procedures performed and based on the information and explanations given to us by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) Based on the audit procedures performed and the information and explanations given to us by' the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, the provisions of Clause (xii) of Para 3 of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with

82

BHUTA SHAH & Co LLP CHARTERED ACCOUNTANT

sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with the directors Accordingly, provisions of Clause (xv) of Para 3 of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and accordingly, question of obtaining registration thereof does not arise.

For BHUTA SHAH & Co LLP Chartered Accountants Firm Reg No.: 101474W/W100100


Mumbai, 23 May 2016

83


"Annexure B"

to Independent Auditors' Report of even date referred to in paragraph 2(f) under the heading of "Report on Other Legal and Regulatory Requirements" Report on the Internal Financial Controls under Clause (I) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of Sundaram Multi Pap Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by 1CAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

84


Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For BHUTA SHAH & Co LLP Chartered Accountants Firm Reg No.: 101474W


Mumbai, 23 May 2016

85

Amrut P. Shah

Chairman & Managing Director

ltajesh B. ain

Chief Financial Officer

Shantilal P.Shah Whole-time Director

Manik R. ivlakwana

Company Secretary

For and on behalf of the Board of Directors For Bhuta Shah & Co LIT Chartered Accountants

No.: 10147 100100 - 1.\

Shailesh Bhuta

Partner Membership No.: 033958

Mumbai, 23rd May, 2016

SUNDARAM MULTI PAP LIMITED BALANCE SHEET AS AT 31st MARCH, 2016

Particulars Note No. As at 31st March, 2016 As at 31st March, 2015

Rs Rs EQUITY AND LIABILITIES Shareholders' Funds Share Capital 3 215,605,773 215,605,773 Reserves And Surplus 4 802,221,426 912,840,045

1,017,827,199 1,128,445,818 Non-Current Liabilities Long-Term Borrowings 5 219,136,048 468,470,336 Deferred Tax Liabilities (Net) 6 21,734,042 36,133,774 Long Term Provisions 7 1,186,436 3,391,297

242,056,526 507,995,457 1

Current Liabilities Short-Term Borrowings 8 429,817,338 363,661,175 Trade Payables 9 95,017,607 94,370,945 Other Current Liabilities 10 276,685,825 222,242,426 Short-Term Provisions 11 1,566,479 4,004,193

803,087,249 684,278,744 Total Equity, & Liabilities 2,062,970,973 2,320,720,019

ASSETS

Non-Current Assets Fixed Assets Tangible Assets 12A 862,256,331 942,420,128 Intangible Assets 12B 10,027,975 20,055,954

872,284,306 962,476,082

Non-Current Investments 13 250,000,000 150,050,000

Long Term Loans And Advances 14 4,100,673 4,107,629 254,100,673 154,157,629 1,126,384,979 1,116,633,711

Current Assets Inventories . 15 419,287,702 640,427,495 Trade Receivables 16 270,478,138 217,444,294 Cash And Cash Equivalents 17 13,362,218 6,065,239 Short-Term Loans And Advances 18 233,310,933 339,994,777 Other Current Assets 19 147,003 154,503

936,585,994 1,204,086,308 Total Assets 2,062,970,973 2,320,720,019

Significant Accounting Policies 1 to 44

The accompanying notes form an integral part of the standalone financial statements

86

For Bhuta Shah & Co -up

Chartered Accountan eg, No;: 10 4W/ W100100

• ilesh Bhuta

Partner

Membership No.: 033958

Arnrat P. Shah

Chairman & Managing Director

Rajesh B. Jain

Shantilal P.Shah Whole-time Director

M a n M a k w a n a Company Secretary

For and on behalf of the Board of Directors

SUNDARAM MULTI PAP LIMITED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2016

Particulars Note No. As at 31st

March, 2016

As at 31st, March, 2015

INCOME Amount in Amount in Revenue From Operations 20 960,212,607 833,024,5% Other Income 21 2,740,831 1,951,021 Total Income (I) 962,953,438 834,975,617

EXPENSES

Cost Of Materials Consumed 22 598,510,955 1 593,380,127 Purchase Of Stock-In-Trade 19,152,133 208,637,484 Changes In Inventories Of Finished Goods And Work-In- 23 123,188,643 (113,902,459) Progress Employee Benefits Expenses 24 31,530,924 36,109,154 Finance Costs 25 99,477,237 121,645,753 Depreciation And Amortization Expenses 26 32,771,567 33,067,973 Other Expenses 27 68,109,270 96,888,655

Total Expenses (II) 972,740,729 975,826,687 Profit/ (Loss) before extraordinary items and tax (I) - (II) (9,787,291) . (140,851,070)

Other Income

Exceptional items 28 (68,871,134) (34,030,715)

Profit Before Tax (78,658,425)1 (174,881,786)

TAX EXPENSES/ BENEFITS:

(1) Current Tax -

(2) Deferr ed Tax (14,399,732) (3) Short / (Excess) Provision Of Earlier Years (136,778) (7,416,195) Total Tax Expenses (14,536,510) (7,416,195)

Profit/ (Loss) For The Year 64,121,915) (167,465,591)

Earnings Per Share: (Face Value Of Z 1/- Each) 36

(1 ) Ba s ic (0.30) (0.78) (2 ) D i lu t ed (01 30) (0.78)

Note for disclosure related to AS-24 "Discontinuing Operation" 42

Significant Accounting Policies 1 to 44

87


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

Particulars Year Ended 31ST MARCH, 2016

Year Ended 31ST MARCH, 2015

Amount in Rs Amount in Rs

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) Before Tax And Extraordinary Items (78,658,426) (174,881,786) Adjustment For: Depreciation 32771,567 33,067,973 Interest Income (23,213,543) (36,198,503) Dividend Income (7,500) Preliminary Expenses W/Off - Interest Paid 122,690,780 157,844,258 (Profit)/Loss On Sale Of Assets (Net) (86,239,041) (83,456,086) 46,009,763 71,250,141 (32,648,662) (103,631,645) Operating Profit Before Working Capital Changes Adjustment For: Trade Receivables (53,033,843) 272,081A51 Inventories 221,139,792 (32,920,252) Loans & Advances 19,115,728 127,169,206 Other Current Assets 7,500 (7,500) Trade Payables 646,662 (46,124,969) Other Liabilities & Provisions 54,343,399 77,300,670 242,219,238 397,498,606 Cash Generated From Operations 209,570,576 293,866,961 Direct Taxes Paid(Net) (777,017) 1,080,532 Net Cash Generated From/ (Utilised in) Operating Activities 208,793,559 294,947,493

B. Cash Flow From Investing Activities Purchase Of Tangible Fixed Assets (Net) (113,323) (5,792,038) Sale Of Tangible Fixed Assets 95,171,008 117,309,923 Sale of Investment 50,000 Purchase Of Equity Shares Of subsidiary (100,000,000 interest Received 23,213,543 36,198,505 Dividend Received - 7,500 Net Cash Generated From/ (Utilised in) Investing Activities 18,321,228 147,723,890

C. Cash Flow From Financing Activities : . Loan given to Subsidiary 86,051,148 (37,253,394) (Repayment) of /Proceeds From Borrowings (183,178,175) (245,095,626) Interest Paid (122,690,780) (157,844,258) Dividend Paid (Incl. Of Tax) (2,522,479)

Net Cash Generated From/ (Utilised in) Financing Activities

(219,817,807):

(442,715,756)

Net Increase/(Decrease) In Cash And Cash Equivalents (A+B+C)

7,296,980

(44,373)

Cash And Cash Equivalents At Beginning Of The Year 6,065,238 6,109,612 Cash And Cash Equivalents At End Of The Year 13,362,218 6,065,239 Net Increase/ (Decrease) 7,296,980 (44,373)

Note:

1 Cash And Cash Equivalents Consists Of Cash On Hand And Balance With Banks,

2 The Above Cash Flow Statement Has Been Prepared Under The Indirect Method As Set Out In Accounting Standard - 3 "Cash Flow Statement" Issued By Tice Institute Of Chartered Accountants Of India.

3 Previous Year's Figures Have Been Re-Grouped or Re-Arranged, Wherever Considered Necessary.

88


FINANCIAL YEAR 2015 -16

Note 1.

We designs, manufactures and markets paper stationery products - exercise note books, long books, note pads, scrap books, drawing books, graph books - for students of all ages, as well as office/ corporate stationery products and printing, writing & packaging paper. We have over 190 varieties of paper stationery products under the brand "Sundaram" which are very popular among the student communities and enjoy very high reputation in the market for its superb quality and durability. Sundaram multi pap ltd was incorporated on 13th March, 1995 with the Registrar of Companies, Maharashtra, at Murnbai and the Certificate of Commencement of Business was obtained on 10th April, 1995. At the start of the Company in the year 1995, we had a capacity of 5 tons per day of conversion of paper into paper stationery, which was increased to 60 tons per day as of now which is also considering 75% utilisation of the machinery.

With the strong brand and market penetration we are present in pan Maharashtra and are number one brand

among consumers today.

Note .2

SIGNIFICANT ACCOUNTING POLICIES:

i. Accounting Conventions: The financial statements of the company have been prepared in accordance with the Generally Accepted

Accounting Principles in India (GAAP) under historical cost convention on accrual basis except for certain

financial instrument which are measured at fair values to comply with the Accounting Standards specified under

section 133 of the Companies Act, 2013 ("the Ac") read with rule 7 of the Companies (Accounts) Rules, 2014,

the provision of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of

India (SERI). Accounting policies have been consistently applied except where a newly issued accounting

standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting

policy hitherto in use

ii. Use of Estimates; Preparation of financial statements in conformity of with Indian GAAP requires that the Management of

the Company to makes estimates and assumptions that affect the reported amount of income and expenses of the

period, the reported balances of assets and liabilities and the assumptions relating to contingent liabilities on the

date of the financial statements. Examples of such estimates include the

89


FINANCIAL YEAR 2015 — 16

useful life of tangible and intangible fixed assets, provision for doubtful debts/advances, future obligation in

respect of retirement benefit plans, etc. Difference, if any, between the actual results and estimates is recognized

in the period in which the results are known and if material, their effects are disclosed in the notes to the financial

statements.

i i i . Valuation of Inventories: Raw materials, stores and packing materials are valued at lower of cost or net realizable value. Cost is assigned

on FIFO basis. Semi - finished goods are valued at raw material cost plus proportionate manufacturing

overheads. Finished goods are valued at lower of the cost or net realizable value. Unrealized profit, if any, in inter

unit transaction is eliminated to the extent possible.

i v. Cash Flow Statement: Cash flows are reported using indirect method, whereby profit/(Ions) before extraordinary item and tax is

adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future, cash

receipts or payments. The cash flow from operating, investing and financing activities of the company are

segregated based on the available information

v. Depreciation / Amortization: Depreciation on tangible fixed assets is provided on the straight line method as per useful life prescribed in

Schedule II of the Act Depreciation on. Addition/deletion of assets during the year is provided on pro-rata basis.

Brand will be amortized over a period of five subsequent years on a systematic basis as decided by the

management at the rate of 20% in each year.

vi . Revenue Recognition: The Company recognizes revenue on sale of products upon dispatch to the customer or when delivered to the

ocean carrier for export sales, which is when risks and rewards of ownership are passed to the customer. Sales are

shown net of returns, discounts, excise duty and sales tax.

a) Dividend income on investment is accounted for in the year in which the right to receive the payment is

established.

b) Interest income is recognized on the time proportion basis taking into account amount outstanding and

interest rate applicable,

c) The Company recognizes revenue on sale of products upon dispatch to the customer or when delivered

to the ocean carrier for export sales, which is when

90



vii. Export Incentives: Considering the uncertainty in respect of actual income realizable, which depends on the market conditions, the

benefits accruing under the Duty Entitlement Pass Book Scheme are recognized on the basis of actual realization.

viii. Foreign Currency Transactions: Transactions in foreign currency are recorded at the rate of exchange in force at the time transactions are affected.

Exchange differences arising on settlement of these transactions are recognized in the Statement of Profit and

Loss.

Monetary items (other than those related to acquisition of fixed assets) denominated in foreign currency are

revalued using the exchange rate prevailing at date of the Balance Sheet and resulting exchange difference is

recognized in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost.

ix. Investments: Non-Current Investments are stated at cost. Provision for diminution in the value is made only if such a decline is

other than temporary.

Current investments are carried at lower of cost or fair value/market value, determined on individual basis.

x. Employee Benefits: a) Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term

employee benefits. Benefits such as salaries and wages, leave salary etc. and the expected cost of ex-gratia are

recognized in the period in which the employee renders the related service.

b) Post-Employment Benefits: i ) Defined contribution plans:

A defined contribution plan is a post-employment benefit plan under which the company pays specified

contributions to the separate entity. The Company makes specified monthly contributions towards employee

provident fund. The Company's contribution paid / payable under the schemes is recognized as an expense in the

statement of profit and loss during the period in which the employee renders the related service.

i i ) Defined benefit plan:

The Company's gratuity benefit scheme is a defined benefit plan. The Company contributes to a gratuity

Funds which has taken a group policy with Life Insurance Corporation of India for future payments of

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FINANCIAL YEAR 2015 — 16

gratuity to retiring employees. The premium has been so adjusted as to cover the liability under the scheme in

respect of all employees at the end of their future anticipated services with the company.

c) Leave encashment: Liability on account of Leave Encashment up to year end has been provided/ paid during the year. None of the

employee is allowed to carry forward leave to subsequent period.

xi. Borrowing Cost: Borrowing Costs that are attributable to acquisition or construction of a qualifying asset are capitalized as a part of

the cost of such asset. A Qualifying asset is one that necessarily takes a substantial period of time to get ready for

intended use, All other borrowing costs are charged to Statement of Profit and Loss.

The Company has been granted restructuring of loan facility by its banks State Bank of India (Lead Bank). Lead

Bank has discretion to recoup concession given to company at a future date depending on the financial position of

company. The Management has decided to account such cost as an when event arises.

xii. Leases: Lease of assets under which all the risk and rewards of ownership are effectively retained by the lessor are

classified as operating leases. Lease payments under operating leases are recognized as expenses on accrual basis

in accordance with respective Tease agreements.

xii i. Earning per share: Basic earning per share is computed by dividing the profit/ (loss} after tax by the weighted average number of

equity shares outstanding during the year. Diluted earnings per share is computed by dividing profit/(loss) after

tax as adjusted for dividend, interest and other charges charges to expense or income relating to the dilutive

potential equity shares by the weighted average number of equity shares considered for deriving basic earnings

per share and the weighted average number of equity shares which could have been issued on the conversion at

all dilutive potential equity shares. xiv. Taxes on Income:

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the

applicable tax rates and the provisions of the Income tax Act, 1961 and other applicable tax laws. Deferred tax is

recognized on timing differences, being the difference between the taxable income and accounting income that

originate in one period and are capable of being reversal in one or more subsequent periods. Deferred tax is

measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deffered

tax liabilities are recognized for the timing differences. De erne: tax assets are recognized for timing difference of

items other than unabsorbed

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FINANCIAL YEAR 2015 —16

depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realized. However if there are unabsorbed depreciation and carry forward losses and items relating to capital losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realize the assets, Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by same governing tax laws and the company has a legally enforceable right for such set-off. Deferred tax assets are reviewed at each balance sheet date for their reliability.

Impairment of Fixed Assets:

At each Balance Sheet date, the Company reviews the carrying amount of its fixed assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset's net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-discount rate that reflects the current market assessments of time value of money and the risks specific to the asset.

xv. Contingent Liability:

The Company creates a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not result in outflow of resources. When there is a possible obligation or present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

xvi. Financial Derivatives Hedging Transaction: In respect of derivatives contract, premium paid, provision for losses on restatement and gains/losses

on settlement are recognized in statement of Profit and Loss. The company uses Foreign Currency

Hedges to manage its risks associated with Foreign Currencies Fluctuation relating to Export

receivable. The company does not use Hedges for speculative purpose.

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NOTES FORMING PART OF FINANCIAL STATEMENTS

NOTE 3 : SHARE CAPITAL



Authorized Capital

250,000,000 250,000,000 250,000,000 (31 March 2015: 250,000,000) Equity Shares of Re 1/- Each

250,000,000 250,000,000

Issued, Subscribed & Paid-up Capital

215,605,773 (31 March 2015: 215,605,773) Equity Shares of Re1/- Each Fully Paid 215,605,773 215,605,773

Total of Issued, Subscribed And Fully Paid Up Share Capital 215,605,773 215,605,773

a) Reconciliation of the number of shares is set out below : Particulars 2015-16 2014-15

Equity Shares Equity Shares Number Rs Number Rs

Shares outstanding at the beginning of the year 215,605,773 215,605,773 215,605,773 215,605,773 Shares issued during the year - - - - Shares Bought Back During the Year - - - - Shares outstanding at the end of the year 215,605,773 215,605,773 215,605,773 215,605,773

b) Rights, preferences and restrictions attached to Equity Shareholders: The company has only one class of equity shares having a face value of Z1/- per share, each holder of equity shares is entitled to one vote per equity share. A member shall not have any right to vote whilst any call or other sum shall be due and payable to the company in respect of any of the shares of such member. All equity shares of the company rank pari passu in all respects including the right to dividend, In the event of winding-up, subject to the rights of holders of shares issued upon special terms and conditions, the holders of equity shares shall be entitled to receive remaining assets, if any, in proportion to the number of shares held at the time of commencement of winding-up. The shareholders have all other rights as available to equity shareholders as per the provisions of the Companies Act, 2013, read together with the memorandum of association and articles of association of the company, as applicable.

b) The company does not have any holding company or ultimate holding company. Promoter shareholding in the company including persons acting in concert with the promoters as on 31 March 2016 is 69,455,585 equity shares i.e. 32.21% of the equity share capital of the company. Previous year 31 March 2015 is 76,229,348 equity shares i.e. 35.36 %.

c) The Details of Share Holders Holding More Than 5% Shares: Name Of Shareholder As at 31 March, 2016 As at 31 March, 2015

No. Of Shares % of Holding No. Of Shares held % of Holding Amrut P Shah 22,283,925 10.34 23,288,887 10.80 Raichand P Shah 21,734,503 10.08 26,898,304 12.48 Shantilal P Shah 14,787,157 6.86 14,787,157 6.86 Citigroup Global Markets Mauritius* - - 11,825,702 5.48 Ganjam Trading Pvt Ltd 14,999,499 6.96 14,999,499 6.96

*Citigroup Global Markets Mauritius holds 572,702 Shares i.e. 0.27% as on 31 March 2016

e) The Company has allotted 143,737,182 (FY 1) equity shares by way of Bonus issue in the Financial Year 2012-13 in the ratio 1:2.

94

As at 31st March. 2015

187,435,204 2,175,376 10,000,000

3,161,177

13,554,850

2,064,441

389,106,588 39,000,000 20,000,000

173,440

3,826,067

13,554,850

2,064,441

Term Loan

Secured

From Banks

State Bank Of India *

Industrial Development Bank of India

Yes Bank**

Vehicle Loans ***

From Others

From Other Parties $ Deferred Payment Liabilities

Unsecured

Sales Tax Deferred Loan @ Total of Long Term Borrowings 219,136,048 468,470,386

As at 31st

March, 2016

NOTE 4 : RESERVES & SURPLUS As at 31st March, 2016


( a ) Capital Reserve Opening Balance 700,000 700,000

Add: Capital Reserve - - Capital Reserve = Closing Balance 700,000 700,000

( b ) Securities Premium Reserve Opening Balance 466,413,981 466,413,981 Add: Securities Premium Reserve - Securities Premium Reserve - Closing Balance 466,413,981 466,413,981

( c ) Revaluation Reserve Opening Balance 404,947,354 443,754,167

Add: Revaluation of Land * (48,601,564) (38,806,813) Revaluation Reserve - Closing Balance 356,345,790 404,947,354

( d ) General Reserve Opening Balance 16,972,914 16,972,914 Add: Transition provision as per AS 15 (Revised) 2,104,861 - General Reserve - Closing Balance 19,077,775 16,972,914

( e ) Surplus In The Statement Of Profit And Loss Opening Balance 23,805,796 438,032,001 Add: Depreciation Adjusted Against Free Reserves - (246,760,614) Add: Net Profit/ (Loss) For The Year (64,121,916) (167,465,591) Balance Available For Appropriation (40,316,120) 23,805,796 Transfer To General Reserve - Net Surplus/(Deficit) In The Statement of Profit And Loss (40,316,120) 23,805,796 Total Of Reserves And Surplus 802,221,426 912,840,045

*The Company has revalued its Land at Palghar on 31st May 2013

NOTE 5: LONG TERM BORROWINGS

*In case of delay/default as on the Balance Sheet date in repayment of loans and interest with respect to above: (1) Period of Default : Earlier Years Amount : 2,064,441

95

Corporate Loan-State Bank of India (SBI) Secured primarily by first charge (Hypothecation and mortgage) over the fixed assets (immovable and movable) of the company as well as personal guarantee of three directors and collaterally secured by extension of hypothecation charge over entire current assets of the company. Further, additional collateral security carrying first pari-passu charge in the form of pledge of promoter's shares to the extent of 100% of E-Class Education System Ltd. has also been given. The said Loan carries floating rate of interest ranging of 3% above base rate. The repayment of the Loan shall commence from September 2015 and to be fully repaid by March 2020.

Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) - Sita and Industrial Development Bank of India (IDBI).

Secured primarily by first part passu charge over the entire current assets (present and future) of the company as well as personal guarantee of three directors and collaterally secured by second part - passu charge (hypothecation and mortgage) over the fixed assets (movable and immovable) of the Company, with IDBI bank. Further, additional collateral security carrying first part-passu charge in the form of pledge of promoter's shares to the extent of 100% of E-Class Education System Ltd. has also been given. The said Loans carries floating rate of interest ranging between 2.75% to 3% above base rate. The repayment of WCTL shall commence from September 2015 and to be fully repaid by September 2016. The repayment of FITL shall commence from December 2015 and to be fully repaid by March 2020.

** Secured by subservient charge over current and movable fixed assets of the company as well as personal guarantee of three directors and pledge of shares of the Company carrying floating rate of interest of 2% above base rate and repayable by June, 2018.

*** Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 10.75% to 13.25% and repayable by May-2016.

$ Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 12% and repayable by March-2021.

@ Repayment shall commence from the financial year 2015-16 up to 2024-25.

5.1 Out the above loans, three Directors of the Company have given their personal guarantee for secured loans (except vehicle loan) aggregating to Rs. 455,140,795/-.

NOTE 6: DEFERRED TAX LIABILITIES (NET)

As at 31st March, 2016,


Liabilities

Depreciation

(A) Assets

Employee Benefits / Expenses Allowable on Payment oasis

Unabsorbed Depreciation *

(B)

39,968,576 45,739,409 39,968,576 45,739,409

366,609

17,867,925

1,100,306 8,505,329

18,234,534 9,605,635

36,133,774 36,133,774

Net Deferred Tax Liability Charged To Statement of Profit And Loss (D) = A-B-C (14,399,732) (0)

Net Deferred Tax Liability (E )=C+D 21,734,042 3 6 , 1 3 3 , 7 7 4 4- The Company has recognised deferred tax asset of 17,867,925/- (31 March 2015: 8,505,329/-) on unabsorbed depreciation to the

extent there is deferred tax liability on timing differences that will reverse in the future.

96

NOTE 7: LONG TERM PROVISIONS

As at 31st M at 31st 2016 March, 2015

Provision For Employees Benefit Provision For Gratuity 1,186,436 3,391,297 Total of Long Term Provisions 1,186,436 3,391,297

NOTE: 8 SHORT TERM BORROWINGS

As at March, 2016 As at March, 2016 Loan Repayable on Demand From Banks Secured Cash Credit from State Bank Of India Cash Credit from Industrial Development of India Loans & Advances From Related Parties Unsecured Loan From Directors### Deposit Unsecured Inter corporate Deposits ##

126,101,133 25,258,474 32,912,875 245,544,856

126,380,657 25,355,622 59,554,200 152,370,696

** Secured primarily by first pari passu charge over stock and book debts of the Company with other working capital lender and personal guarantee of three directors and collaterally. Secured by second part - passu charge (hypothecation and mortgage) over the fixed assets of the company. Further, additional collateral security carrying first pari-passu charge in the form of pledge of promoters shares to the extent of 100% of E-Class Education System Ltd. has also been given. The said loan carries interest rate ranging between 2.75% to 3% above base rate.

### It consist of loan from three Directors and are interest free- Further, all the loans are provided by the director from their own funds.

## All inter corporate deposits are taken against pledge of Promoters Equity Shares held in the Company.

NOTE 9 TRADE PAYABLES



Micro, Small And Medium Enterprises (Refer Note 33) Others

95,017,607

94,370,945

Total of Trades Payable 95,017,607 94,370,945 NOTE 10: OTHER CURRENT LIABILITIES



Current Maturities Of Long-Term Borrowings (Refer Note 5) 255,530,215 192,893,879 From Banks

Vehicle Loans 739,091 1,219,942 Sales Tax Deferred Loan 124,660 124,660

Advance From Customers 9,716,109 11,900,791 Unpaid Dividend 328,730 501,713 Other Payables Outstanding Expenses 8,364,682 11,490,088 Outstanding Statutory Liabilities 1,882,338 4,111,353 Total Of Other Current Liabilities 276,685,825 222,242,426

97

NOTE 11 SHORT TERM PROVISIONS

As at 31st

March, 2016 As at 31st March, 2015

Others 1,566,479 4,004,198 Provision For Income Tax

Total Of Short Term Provisions 1,566,479 4,004,198

NOTE 13 NON CURRENT INVESTMENTS

As at March, 2016 As at March, 2015 Trade Investments Others (Valued at cost) Investment In Unquoted Equity Instruments i Subsidiary 25,000,000 Equity Shares of Rs. 10/- Each Fully Paid up of E-Class Education System Ltd (31 March 2015: 15,000,000 Shares) ii Others 5,000 Equity Shares of Rs. 10/- Each Fully Paid up of Abhuydaya Co-operative Bank Ltd. (31 March 2015 : 5000 Shares)

250,000,000

-

150,000,000

50,000

Total of Non-Current Investments 250,000,000 150,050,000

Aggregate amount of quoted investments Aggregate amount of unquoted investments

- 250,000,000

- 150,050,000

Total of Non-Current Assets 250,000,000 150,050,000 NOTE 14: LONG TERM LOANS AND ADVANCES



Security Deposits 4,100,673 4,107,629 Unsecured, Considered Good

Total Of Long Term Loans And Advances 4,100,673. 4,107,629

NOTE 15: INVENTORIES

As at 31st March, 2016 As at 31st March, 2015 Raw Materials Work-In-Progress Finished Goods Trading Goods Stores & Spares

121,373,047 110,080,633

24,438,655 146,328,161

17,067,207

106,344,239 105,135,603

48,350,188 357,096,552

23,501,210 Total of Inventories 419,287,702 640,427,495

98

SUNDARAM MULTI PAP LTD.


NOTE 12: FIXED ASSETS AS ON 31st MARCI1 2016 Amount in Rs

Particulars

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK As on 1st April,

2015 Additions

During the Year

Deductions During the Year

As on 31st March 2016

,,Z4.,t, ,

As on 1st April, 2015

For the Year Deductions During the

Year




A. Tangible Assets: (Owned)

Freehold Land 585,143,048 - 50,287,860 534,855,188 - - - 534,855,188 585,143,048

Building 218,413,827 218,413,827 92,454,237 4,311,453 - 96,765,690 121,648,137 125,959,590

Plant & Machinery 263,756,576 8,381,254 255,375,322 72,565,948 10,200,688 1,181,514 81,585,122 173,790,200 191,190,628

Furniture &I Fixture 73,689,719 29,767 73,719,486 49,837,812 4,878,506 54,716,318 19,003468 23,851,907

Vehicles 32524,475 918,644 31,605,831 17,297,181 3,105,482 872,712 19,529,951 12,075,880 15,227,294

Office Equipment’s 6,421,251 83,556 6,504,807 5,373,589 247,459 - 5,621,048 883,759 1,047,662

Total Tangible Assets 1,179,948,896 113,323 59,587,758 1,120,474,461 237,528,767 22,743,588 2,054,226 258,218,129 862,256,331 942,420,129

B. Intangible Assets:

Brand 72,930,746 - - 10,027,979 - 62,902,771 10,027,975 20,055,954

Total Intangible Assets 72,930,746 - - 10,027,979 - 62,902,771 10,027,975 20,055,954

TOTAL (A+B) 1,252,879,642 113,323 59,587,758 1,193,405,207 290,403,559 32,771,567 2,054,226 321,120,900 872,284,306 962,476,083 ,

Previous Year 1,598,859,521 5,792,038 351,771,917 1,252,879,642 289,686,243 33,067,973 269,766,399 290,403,559 962,476,082

12.1 Adoption of useful life of the assets as per the requirement of schedule II of the Companies Act,2013

Effective from 1 April, 2014 the company has charged depredation based on revised remaining useful life of the assets as per the requirement of Schedule II of the Companies Act, 2013 as per Para 7(b) of notes to part C.

99

MU FRN— 10 VII/

W100 00


M at 31st March, 2015

Cash-In-Hand Cash Balance

Sub Total (A) Bank Balance

2,103,486 2,103,486

In Current Accounts In Deposit Accounts In Dividend Accounts

Total of Cash And Cash Equivalent (A) + (B)

303,654 10,289,111

379,71710,972,482

13,362,218

3,290,382 118,771 552,600 3,961,753

6,065,239

2,389,736 2,389,736

Sub Total (II)

NOTE 16: TRADE RECEIVABLES Z



Debts Overdue Beyond 6 Months Unsecured, Considered Good 137,981,805 166,795,288

Others Unsecured, Considered Good 132,496,333 50,649,006 I

Total Of Trade Receivables 270,478,138 217,444,294 NOTE 17: CASH AND CASH EQUIVALENTS

Includes Deposit With Banks Of 10,289,1111- (31 March 2015: 118,771/-) with original maturity of more than 12 months.

NOTE 18 : SHORT TERM LOANS AND ADVANCES



Loans & Advances To Related Parties Unsecured, Considered Good Loan To Subsidiary - E-Class Education System Ltd. 137,179,990 223,231,138

Others Unsecured, Considered Good Advance To Suppliers 24,955,069 28,063,397 Advance Income Tax 11,431,128 12,955,052 Balance With Revenue Authorities 4,796,233 3,356,033 Prepaid Expenses 5,800,414 567,847 Advance To Employees 339,590 364,590 Other Advances 48,808,509 71,456,720 Total Of Short Term Loans And Advances 233,31.0,933 339,994,777

NOTE 18.1: DISCLOSURE REQUIRED BY CLAUSE 32 OF LISTING AGREEMENT

As at 31st March,2016 As at 31st March,2015

Balance Maximum outstanding during

the Year


the Year

Loans & Advances To Related Parties include loans to subsidiaries

Loan to Subsidy- E Class Education System Ltd

137,179,990

223,231,138

223,231,138

223,231,138

100

NOTE 19: OTHER CURRENT ASSETS



Dividend Receivable

Interest Receivable

7,500

39,503

/5,000

139,503

Total Of Other Current Assets 147,003 154,503

101

NOTE 22 : COST OF MATERIAL CONSUMED

Raw Material Consumed Opening Stock

Add: Purchases

Raw Material Sales Transport Inwards

Less: Closing Stock

106,344,239 597,477,579

16,062,183719,884,001 121,373,047

598,510,955

166,882,137 671,546,086 (160,661,213) 21,957,356 699,724,366 106,344,239 593,380,127



NOTE 20: REVENUE FROM OPERATIONS



Sale of Products

856,686,553 128,022,189

852,366,118

5,317,124

Local Sales Trading Sales

Other Operating Revenues 984,708,743' 857,683,242

555,000 900,000 Advertisement Income

Less: Excise Duty 985,263,743 858,583,242

25,051,136 25,558,646

Total Of Revenue From Operations 960,212,607 833,024,596 NOTE 21: OTHER INCOME



Dividend 7,500 Exchange Fluctuation On Exports 1,378,459 1,943,521 Sundry Balance Written Back 1,162,372 - Total Of Other Income 2,740,831 1,951,021

NOTE 23 : CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS


M at 31st March, 2015

Inventory (at Commencement) Opening Stock-Finished Goods 48,350,188 18,610,835 Opening Stock-Work In Progress 105,135,306 170,975,002 Opening Stock-Stock-in-Trade 357,096,552 207,093,750 Less: Inventory (at Close) Less: Trading Stock Transfer Exceptional items 106,545,954 - Less: Closing Stock-Finished-Goods 24,438,655 48,350,188 Less: Closing Stock-Work In Progress 110,080,633 105,135,306 Less: Closing Stock-Stock-in-Trade 146,328,161 357,096,552 Total Of Changes In Inventories Of Finished Goods And Work-In-Progress 123,188643 113,902,459)

NOTE 24: EMPLOYMENT BENEFIT EXPENSES



Salaries Ar Wages 27,151,025 28,778,867 Contribution. To Provident Fund, Gratuity And Other Funds 1,110,809 1,686,303 Director's Remuneration 3,000,000 5,250,000 Staff Welfare 269,090 393,984 Total Of Employment Benefit Expenses 31,530,924 36,109,154

102

NOTE 25: FINANCE COST

As at 31st March, 2016 As at 31st March, 2015

Interest Expenses Other Borrowing Costs Less: Interest Capitalised Less: Interest Income

118,415,093 4,275,687

- 122,690,780

23,213,543

149,112,550 8,731,708

- 157,844,258

36,198,505 Total Of Finance Cost 99,477,237 121,645,753

NOTE 26: DEPRECIATION & AMORTIZATION EXPENSES



Depredation 22,743,588 29,056,781 Amortisation Of Intangibles 10,027,979 4,011,192 Total Of Depreciation & Amortization Expenses 32,771,567 33,067,973

NOTE 27: OTHER EXPENSES

, As at 31st March,. 2016


Note 27 A: Manufacturing Expenses Power And Fuel 3,025,476 2,749,627 Job Work Expenses 11,449,727 12,833,794 Repair & Maintenance To Building 305,198 684,180 Repair & Maintenance To Machinery 3,683,157 2,781,657 Security Expenses - 289,267 Service Tax 587,527 1,161,878 Other Manufacturing Exp - 35,150 Stores & Packing Material Consumed 22,606,964 48,611,663

Sub Total Note 27 A 41,658,049 69,147,216 Note 27 B: Selling & Distribution Expenses

Sales Promotion & Advertisement Expenses 336,316 321,479 Freight, Clearing & Forwarding Charges 3,024,631 2,785,120 Loading & Unloading Charges 3,900,098 2,336,235 Commission Charges 1,000,000 - Tempo Expenses 1,990,690 2,698,921

Sub Total Note 27 B 10,251,735 8,141,755 Note 27 C: Administrative Expenses

Rent Expenses 1,299,431 803,897 Insurance Expenses 604,421 3,398,795 Rates & Taxes Expenses

. 236,462 354,876

Wealth Tax - 70,020 Motor Car Expenses 442,146 953,191

Travelling Expenses 144,940 780,487 Computer Maintenance 93,910 30,596 Conveyance Expenses 35,856 26,357 Postage & Courier 5,825 305,601 Legal, Professional & Consultancy Charges 7,269,942 2,615,533 Printing & Stationery 1,230,989 533,952 Auditors Remuneration (Refer Note - 32) 1,160,000 375,000 Electricity Expenses 206,474 724,560 Exchange Fluctuation On Exports 58,935 -

Listing & Registration Fees 604,235 486,714 Loss On Sale Of Fixed Assets (Net) 1,488 - Subscription Charges 16,302 39,180 Sundry Balance W/Off 7,160,768 Telephone Expenses 345,517 564,946 Sundry Expenses 2,442,613 375,211

Sub Total Note 27 C 16,199,487 19,599,684 Total of Other Expenses (Note 27 A+ 27 8+ 27 C) 96,888,655

103

NOTE 28: EXCEPTIONAL ITEMS

As at 31st March 2016 As at 31st March 2015 Profit on Sale of Fixed Assets Loss on Sale of Non-Moving Items Reversal of Accrued Interest Receivable Pre-Maturity of Keyman Insurance Policy

37,638,965 (106,545,954)

35,855 -

83,456,086 (116,379,845)

(30,562,920) 29,455,965

Total of Exceptional Items (68,871,134) (34,030,715)

104

Sundaram Multi Pap Limited

Notes forming part of Financial Statements Note29 Contingent Liability: (Amount in Rs)

31 March 2016 31 March 2015

Excise duty matter disputed with Commissioner of 4,190,537 4,190,537

Central Excise (Appeals) - IV pertaining to FY 2012-13 (Dispute regarding demand raised on excise duty of usance charges for the financial year 2012-2013, matter disputed with Commissioner of Central Excise (Appeals) - IV) Note 30 In the opinion of the management, current assets, loans, advances and deposits are approximately of the value stated, if realized in the ordinary course of business. The provision of all known liabilities is adequate and not in excess of the amount reasonably necessary. Note 31 Balances of certain trade receivables, trade payables and loans and advances are subject to confirmations / reconciliation and consequential adjustments, if any. The management does not expect any material variation affecting the current year's financial statements on account of such reconciliation / adjustments. Note 32 Auditors Remuneration:

(Amount in Rs)

Particulars Current Year Previous Year Audit fees 400,000 300,000 Tax Audit fees 75,000 75,000 Income Tax Matters 760,000 - Others - - Total 123,5000 375,000

Note 33 Disclosure under MSMED Act, 2006: The Company has not received any information from the "suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to the amounts as at year end together with interest paid / payable as required under the said act have not been given. Note 34 Segment Reporting: Primary Segment (Business): The Company operates in single business segment of manufacture and sale of exercise note books and paper. Hence, further disclosure required as per Accounting Standard AS-17 "Segment Reporting" is not given.

105

Note 35

Related Party Disclosures:

a) List of related parties with whom the Company has entered into transactions during the year in the ordinary course of business:

Relationship Name Nature Wholly owned Subsidiary E Class Education System Limited Company Key Management Personnel (KMP)

Mr. Amrut P. Shah Chairman & Managing Director

Mr. Shantilal P. Shah Whole-time Director Mr. Hasmukh A. Gada

(Resigned w.e.f. 1 April Whole-time Director

Mr. Manik R. Makwana Company Secretary Enterprise over which KMP are able to exercise significant influence

Sundaram Bio-Tech. Pvt. Ltd Company

Relatives of KMP Mr. Raichand P. Shah Brother of Amrut P. Shah & Shantilal P. Shah

b) Transactions with Related Parties: (Amount in Rs) Particulars Wholly Owned

Subsidiary KMP Relatives of

KMP 100,101,800 -

Loan given to E Class Education System Limited

(223,231,138) (-) (-) Repayment of loan given to E Class Education System Limited (Z100,000,000/-Repayment by issue of share)

209,130,939 - -

( - ) (-) (-)

Interest charged on loan given to E Class 22,977,991 - - Education System Limited (36,198,505) (-) (-)

Particulars Wholly Owned

Subsidiary

KMP Relatives of KMP

Loan Taken Details are as under: Mr. Amrut P. Shah Mr. Shanti P. Shah Mr. Hasmukh A. Gada

- (-) - - -

(-) -

(-)

22,791,970 (126,621,391)

7,431,200

(93,001,023) 2,860,770

(21,120368) -

(12,500,000)

- (-) -

(-) -

(-) -

(-)

106

Repayment of Loan taken - 36,933,295 - (-) (94,765,101) (-)

Details are as under: Mr. Amrut P. Shah - 31,015,200 -

(-) (74,616,699) (-)

Mr. Shantilal P. Shah - 4,975,395 -

(-) (20,148,402) (-)

Mr.Hasmukh A.Gada - 942,700 -

( - ) ( - ) ( - )

Remuneration - 3,000,000 1,500,000 (-) (5,250,000) (1,200,000)

Details are as under:

Mr. Amrut P. Shah - 1,980,000 -

(-) (2,000,000) (-)

Mr. Shantilal P. Shah

- 1,020,000

- (-) (1,000,000) (-)

Mr. Hasmukh A. Gada

- ( - )

(-) (2,250,000) (-)

Mr. Raichand P. Shah - - 1,500,000

(-) (-) (1,200,000) Rent Paid to - - - Mrs. Nayna S. Shah (-) (-) (189,000) Interest Paid to Mr. Hasmukh A. Gada - - -

(-) (1,413,384) (-) Figures in bracket reflects previous year's amount

c) Outstanding Balances of Related Parties: (Amount in Rs) Particulars Wholly

Owned Subsidiary

KMP Enterprise over which KMP are able to exercise significant influence

Relatives of KMP

Short term Loans and advances/Recoverable

137,179,990 (223,231,138)

- (-)

- (3000)

- (-)

Short term Borrowings/Payable

- (-)

32,912,874 - (-)

- (46,902)

Investments 250,000,000 (150,000,000)

- (-)

- (-)

- (-)

Figures in brackets reflects previous year’s amount

107

Note 36

Computation of Basic and Diluted Earnings Per Share (EPS):

Particulars Current Year Previous Year

Net Profit/(Loss) After Tax available to equity shareholders (in Z) (64,121,915) (167,465,591) Weighted average number of equity shares for Basic and Diluted EPS 215,605,773 215,605,773

Basic and diluted earnings per share (Face Value Z 1) (in Z) (0.30) (0.78)

Note 37

a) Details of Sales value of Products:

Class of Goods Sale Value

Rs For the year ended

31.03.2016 For the year ended

31.03.2015 Class of goods Exercise Books 831,635,417 826,807,471 Trading 128,022,189 5,317,124 Total 959,657,606 832,124,595

The above figures are net of excise duty of Rs 25,118,841(P.Y. Rs 225,558,646)

b) Details of opening & closing stock of Finished Goods:

Class of Goods Opening Stock (in Rs) Closing Stock (in Rs)

For the year ended 31.03.2016




Exercise Books 48,350,188 17,798,242 24,438,655 48,350,188 Paper - 812,593 - - Trading of Copier Paper & Others

357,096,552 207,093,750 146,328,161 357,096,552

Total 405,446,740 225,704,585 170,766,816 405,446,740

c) Details of Opening & Closing Stock of Semi-Finished Goods:

Class of Goods

Opening Stock (in Rs) Closing Stock (in Rs) For the year ended




31.03.2015 Exercise Books 86,628,450 151,836,018 99,773,777 86,628,450

Paper 18,506,856 19,138,984 10,306,856 18,506,856 i Total 105,135,306 170,975,002 110,080,633 105,135,306

108

Note 38

Value of Raw Material Consumed:

Particulars For the year ended 31.03.2016 For the year ended 31.03.2015

Amount

Rs

% Amount Rs

%

Raw Materials

(Paper & Paper Boards)

( i ) Imp or ted ( i i) Indigenous

598,510,955 -

100.00%

- -

100.00% 593,380,127

Total 598,510,955 100.00% 593,380,127 100.00%

Raw Material Purchase (Breakup) 2015-16 (Amt in Rs) Paper 494,103,371 Duplex Board 82,866,786 Others 20,507,422 Total 597,477,579

Note 39

Earnings & Expenditure in Foreign Currency: (Amount in Rs)

Particulars For the year ended 31.03.2016


Expenditure: Traveling Expenses . - 31,375

Note 40:

Employee benefits

1. Defined contribution plans: The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Provident fund contributions amounting to Z 6,72Lacs (31 March 2015: Z12.66Lacs) have been charged to the Statement of Profit and Loss. The contributions payable to this plan by the Company is atrates specified in the rules of the scheme.

2. Defined benefit plans The Company has a defined benefit gratuity plan. Every employee who has completed continuous service for five years or more gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

109

The following table sets out the amounts recognized in the Company's financial statements as at 31 March 2016.

Particulars As at March 2016

Change in the Defined Benefit Obligation :

Opening Defined Benefit Obligation 2,492,083

Current Service Cost 2,93,880

Interest Cost 1,99,367

Actuarial Losses/(Gain) 4,55,319

Past Service Cost -

Actuarial Losses/(Gain) due to Curtailment -

Benefits Paid (550,491)

Closing Defined Benefit Obligation 2,890,158

Change in Fair Value of Assets :

Opening Fair Value of Plan Assets 1,824,275

Expected Return on Plan Assets 132,331

Actuarial Gain/(Losses) -

Contributions by Employer 297,607

Assets Acquired on Acquisition / (Distributed on Divestiture)

-

Benefits Paid (550,491)

Closing Fair Value of Plan Assets 1,703,722

Amount Recognized in Balance Sheet :

Present Value of Funded Obligation 2,890,158

Fair Value of Plan Assets 1,703,722

Unrecognized Past Service Cost -

Net Obligation recognized in Balance Sheet 1,186,436

Expenses Recognized in Statement of Profit & Loss

110

Account:

Current Service Cost 2,93,880

Interest on Defined Benefit Obligation 1,99,367

Expected Return on Plan Assets (132,331)

Net Actuarial Gain/(Loss) recognized in the year 455,319

Expenses Recognized in Statement of Profit & Loss Account

816,235

Summary of Principal Actuarial Assumptions :

Discount Rate (p.a) 8%

Expected Rate of Return on Assets (p.a)

Salary Escalation Rate (p.a) 4%

Note 41

Disclosure in respect of lease:

The Company has entered into operating lease arrangements for office premises. The leases are

Non-cancellable and are for a period of 1 November 2014 to 31 October 2017 and may be renewed for a further period of 2 years based on mutual agreement of the parties. The lease agreements provide for an increase in the lease payment by 8 to 10% every year.

(Amount in Rs)

Future minimum Tease payments 2016 2015 Not later than one year 1,085,450 1,020,000 Later than one year and not later than five years 3,013,130 4,098,580 (Up to 31" October, 2019) Later than five years Lease payments of Rs 1,020,000 (31 March 2015: 425,000) recognised in the Statement of Profit and Loss.

Note 42

On 14th November 2014, the Board of Directors announced a plan to permanently close down Nagpur Paper Unit subject to the completion of necessary formalities. This is not a separate segment as per AS 17, Segment Reporting. The disposal is consistent with the Company's long-Term strategy to focus its activities at Palghar unit. The Company is actively seeking a buyer for the plant & machineries and other fixed assets at Nagpur unit and hopes to complete the sale by the end of March 2017. At 31 March 2016, the carrying amount of the assets of the Nagpur unit was Rs. 3107.03 Lakhs (previous year 3279.31 lakhs) and its liabilities were' 415.52 lakhs (previous year Z 419.74 lakhs). In the opinion of the Board of Directors, the assets have a value on realization at least equal to the amounts at which they

are stated in the Balance Sheet.

111

Loans given by the company as at 31st March, 2016 Investments made by the company as at 31st March, 2016

Total

Particulars For the Year Ended on 31-03-2016

For the Year Ended on 31-03-2015

Revenue 380,230 370,418 Expenditure 23,265,338 2,226,218 Loss on sale of Asset (5,074,739) (13,641,745) Profit Before Tax (27,959,847) (32,153,507) Profit After Tax (27,959,847) (32,159,707) Total Assets 410,538,488 442,866,788 Total Liabilities 41,552,653 41,974,112 Cash flow(used in)/from Operating Activities (2,025,964) (6,626,544) Cash flow(used in)/from Investing Activities 2,125,000 6,425,537 Cash flow(used in)/ from Financing Activities (1,998) (92,399)

Note 43

Details of loans given, investments made and guarantee given covered u/s 186 (4) of the Companies Act,2013

(Amount in Rs)

31 March 2016

31 March 2015

137,179,990 223,231,138

250,000,000 150,000,000

387,179,990 373,231,138

112

For Bhuta Shah & Co. LLP Chartered Accountants

Regn. No. 101 J W100100

For and on behalf of the Board of Directors

Amrut P. Shah

Chairman & Managing- Director

MUMBAI co* FRN —101474W

W100100 1C'QED ACC

Bhuta

Partner

Membership No. 03395

Shantilal P. Shah Whole-time Director

Manik

Note 44

Previous year figures have been re-grouped/re-classified wherever considered necessary to compare with current year figures.

As per our report of even date attached

Rajesh B. Jain Manik R. Makwana

Chief Financial Officer Company Secretary

Mumbai, 23rdMay, 2016

113

CHARTERED ACCOUNTANTS BHUTA SHAH & CO. 901/902, Regent Chambers,

Nariman Point, Mumbai - 400 021.

T : +91 22 4343 9191 / +91 22 2283 2626

Independent Auditors' Report

To the Members of SUNDARAM MULTI PAP LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SUNADARAM MULTI PAP LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility on Standalone Financial Statements

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules. 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application or appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement , whether due to fraud or error.

Auditors' Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. The procedures selected depend on the - auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting and the reasonableness of the accounting estimates made by the Company's directors as, well as evaluating the overall presentation of the financial statements.

114

BHUTA SHAH & CO. CHARTERED ACCOUNTANTS

controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

(a) Note 40 to the standalone financial statements which describe provision for Gratuity is not determined by using actuarial techniques, which constitutes a departure from the Accounting Standard - 15 "Employee Benefits (revised 2005)".

(b) Note 42 to the standalone financial statements which described that the Company has announced a plan to permanently close down Nagpur Paper Unit; however the Company has not given separate disclosure for discontinuing operation, which constitutes a departure from the Accounting Standard — 24 "Discontinuing Operations".

Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the notes to financial statements: (a) Note 31 in the standalone financial statements which indicate that, balances of certain trade

receivables and advances are subject to confirmation and reconciliation. However, the management does not expect any material variation affecting the current year's financial statements on account of such reconciliation/adjustments. Accordingly, no provision has been made in the financial statements

(b) The investment in E-Class Education System Limited, a wholly owned subsidiary of the Company whose net worth has been fully eroded, is carried at Rs 150,000,000/- in the Balance Sheet as at March 31, 2015. Further, loans and advances given to this subsidiary amounting to Rs 223,231,138/- are outstanding as at March 31, 2015. The said investment and loan and advances, in wholly owned subsidiary are in the nature of strategic investment.

Accordingly, no provision has been made in the financial statements.

Our opinion is not modified in respect of these matters.

115

p,SHA

For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: 101474W

CA. Shailesh Bhuta

Partner Membership No.: 033958 Mumbai, 21 May, 2015

0

F.R. Na. 101414 V 4),),

;415

901, Regent Chambers, 'Orman Point,

Murnbat - 400 P21.


Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

2) As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) except for the effect of matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. Company does not have any pending litigations which wouldimpact its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

116


Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date)

i) In respect of its fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

ii) In respect of its Inventories:

(a) As explained to us, the inventories have been physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans: (a)The Terms of arrangement does not stipulate any repayment schedule and the loan are

repayable on demand. In the absence of stipulations, the regularity of the receipts of principal amounts and interest has not been commented upon.

(b) As there is no stipulation on the repayment of loan, therefore the question to take reasonable steps to recover overdue amount does not arise.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under sub-section (1) of Section 148 of Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

117


vii) According to the information and explanations given to us, in respect of statutory dues: (a) The company has generally been regular in depositing, undisputed statutory dues, including Provident

Fund, Investor and Protection Fund, Employees’ State Insurance, Income-tax,Central Sales-tax, Wealth Tax, Service Tax, Excise Duty, Value added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Central Sales Tax, Wealth Tax, Service Tax, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Excise duty which have not been deposited as on March 31, 2015 on account of disputes is given below: Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount

Relates

Amount Involved (INR)

Central Excise Law

Excise duty Commissioner of Central Excise (Appeals) - IV

FY 2012-13 4,190,5371-

There were no dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Value Added Tax and Cess which have not been deposited as on March 31,2015 on account of disputes

(d) The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provision of the Companies Act 1956 (1 of 1956) and rules made there under within time.

viii) The Company does not have any accumulated losses at the end of the financial year and the Company has incurred cash losses during the financial year covered by our audit and has not incurred cash losses in the immediately preceding financial year.

ix) Based on our audit procedures and on the information and explanations given.by the management, we are of the opinion that, there were several instances in which the Company had defaulted in repayment of dues to banks but the same were regularized in due course of time. However, total default in repayment of dues to banks and financial institutions amounting to INR 2,064,441 is not regularized as at 31 March 2015. The Company has not issued any debentures.

x) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not given any guarantee for loan taken by others from bank ' and financial institutions.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the company has been noticed or reported during the year.

121


FINANCIAL YEAR 2014 - 15

Note 1.

We designs, manufactures and markets paper stationery products - exercise note books, long books,

note pads, scrap books, drawing books, graph books - for students of all ages, as well as office/

corporate stationery products and printirig, writing & packaging paper.

We have over 190 varieties of paper stationery products under the brand "Sundaram" which are very

popular among the student communities and enjoy very high reputation in the market for its superb

quality and durability.

Sundaram multi pap ltd was incorporated on 13th March, 1995 with the Registrar of Companies,

Maharashtra, at Mumbai and the Certificate of Commencement of Business was obtained on 10th April,

1995.

At the start of the Company in the year 1995, we had a capacity of 5 tons per day of conversion of

paper into paper stationery, which was increased to 60 tons per day as of now which is also considering

75% utilisation of the machinery.

With the strong brand and market penetration we are present in pan Maharashtra and are number one

brand among consumers today.

Note .2


i. Accounting Conventions:

The financial statements of the company have been prepared in accordance with the Generally

Accepted Accounting Principles in India (GAAP) under historical cost convention on accrual basis

except for certain financial instrument which are measured at fair values to comply with the Accounting

Standards specified under section 133 of the Companies Act, 2013 ("the Ac") read with rule 7 of the

Companies (Accounts) Rules, 2014, the provision of the Act (to the extent notified) and guidelines

issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been

consistently applied except where a newly issued accounting standard is initially adopted or a revision

to an existing accounting standard requires a change in the accounting policies thereto in use.

122



ii. Use of Estimates:

Preparation of financial statements in conformity of with Indian GAAP requires that the Management

of the Company to makes estimates and assumptions that affect the reported amount of income and

expenses of the period, the reported balances of assets and liabilities and the assumptions relating to

contingent liabilities as on the date of the financial statements. Examples of such estimates include the

useful life of tangible and intangible fixed assets, provision for doubtful debts/advances, future

obligation in respect of retirement benefit plans, etc. Difference, if any, between the actual results and

estimates is recognized in the period in which the results are known and if material, their effects are

disclosed in the notes to the financial statements.

iii. Valuation of Inventories:

Raw materials, stores and packing materials are valued at lower of cost or net realizable value. Cost is

assigned on FIFO basis. Semi - finished goods are valued at raw material cost plus proportionate

manufacturing overheads. Finished goods are valued at lower of the cost or net realizable value.

Unrealized profit, if any, in inter unit transaction is eliminated to the extent possible.

iv. Cash Flow Statement:

Cash flows are reported using indirect method, whereby profit/ (loss) before extraordinary item and tax

is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or

future, cash receipts or payments. The cash flow from operating, investing and financing activities of

the company are segregated based on the available information

v. Depreciation/ Amortization:

Depreciation on tangible fixed assets is provided on the straight line method as per useful life

prescribed in Schedule II of the Act Depreciation on addition/ deletion of assets during the year.

123



is provided on pro-rata basis. Brand will be amortized over a period of five subsequent years on a

systematic basis as decided by the management at the rate of 20% in each year.

vi. Revenue Recognition:

The Company recognizes revenue on sale of products upon dispatch to the customer or when delivered

to the ocean carrier for export sales, which is when risks and rewards of ownership are passed to the

customer. Sales are shown net of returns, discounts, excise duty and sales tax.

a) Dividend income on investment is accounted for in the year in which the right to receive

the payment is established.

b) Interest income is recognized on the time proportion basis taking into account amount outstanding

and interest rate applicable. c) The Company recognizes revenue on sale of products upon dispatch to the customer or when

delivered to the ocean carrier for export sales, which is when

vii. Export Incentives:

Considering the uncertainty in respect of actual income realizable, which depends on the market

conditions, the benefits accruing under the Duty Entitlement Pass Book Scheme are recognized on the

basis of actual realization.

viii. Foreign Currency Transactions:

Transactions in foreign currency are recorded at the rate of exchange in force at the time transactions

are affected. Exchange differences arising on settlement of these transactions are recognized in the

Statement of Profit and Loss.

Monetary items (other than those related to acquisition of fixed assets) denominated in foreign

currency are revalued using the exchange rate prevailing at date of the Balance Sheet and resulting

exchange difference is recognized in the Statement of Profit and Loss. Non-monetary foreign currency

items are carried at cost.

ix. Investments:

124



Non-Current Investments are stated at cost. Provision for diminution in the value is made only if such

a decline is other than temporary.

Current investments are carried at lower of cost or fair value/market value, determined on individual

basis.

x. Employee Benefits:

a) Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as

short-term employee benefits. Benefits such as salaries and wages, leave salary etc. and the expected

cost of ex-gratia are recognized in the period in which the employee renders the related service.

b) Post-Employment Benefits:

i) Defined contribution plans:

A defined contribution plan is a post-employment benefit plan under which the company pays

specified contributions to the separate entity. The Company makes specified monthly contributions

towards employee provident fund. The Company's contribution paid / payable under the schemes is

recognized as an expense in the statement of profit and loss during the period in which the employee

renders the related service.

ii) Defined benefit plan:

The Company's gratuity benefit scheme is a defined benefit plan. The Company contributes to a

gratuity fund which has taken a group policy with Life Insurance Corporation of India for future

payments of gratuity to retiring employees. The premium has been so adjusted as to cover the liability

under the scheme in respect of all employees at the end of their future anticipated services with the

company.

c) Leave encashment:

Liability on account of Leave Encashment up to year and has been provided/paid during the year.

None of the employee is allowed to carry forward leave to subsequent period

125



xi. Borrowing Cost: Borrowing Costs that are attributable to acquisition or construction of a qualifying asset are

capitalized as a part of the cost of such asset. A Qualifying asset is one that necessarily takes a

substantial period of time to get ready for intended use. All other borrowing costs are charged

to Statement of Profit and Loss.

Leases: Lease of assets under which all the risk and rewards of ownership are effectively retained by the

lessor are classified as operating leases. Lease payments under operating leases are recognized as

expenses on accrual basis in accordance with respective lease agreements.

xii. Earnings per share: Basic earning per share is computed by dividing the profit/ (loss) after tax by the weighted

average number of equity shares outstanding during the year. Diluted earnings per share is

computed by dividing profit/ (loss) after tax as adjusted for dividend, interest and other charges

to expense or income relating to the dilutive potential equity shares by the weighted average

number of equity shares considered for deriving basic earning per share and the weighted

average number of equity shares which could have been issued on the conversion at all dilutive

potential equity shares.

xiii. Taxes' on Income:

Current tax is the amount of tax payable on the taxable income for the year as determined in

accordance with the applicable tax rates and the provisions of the Income tax Act, 1961 and

other applicable tax laws.

Deferred tax is recognized on timing differences, being the difference between the taxable

income and accounting income that originate in one period and are capable of being reversal in

one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws

enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognized

for the timing differences. Deferred tax assets are recognized for timing difference of items other

than unabsorbed depreciation and carry forward losses only to the extent that reasonable

certainty exists that sufficient future taxable income will be available against which these can be

126



realised. However if there are unabsorbed depreciation and carry forward losses and items

relating to capital losses, deferred tax assets are recognized only if there is virtual certainty

supported by convincing evidence that there will be sufficient future taxable income available to

realize the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on

income levied by same governing tax laws and the company has a legally enforceable right for

such set-off. Deferred tax assets are reviewed at each balance sheet date for their reliability.

xv. Impairment of Fixed Assets: At each Balance Sheet date, the Company reviews the carrying amount of its fixed assets to

determine whether there is any indication that those assets suffered an impairment loss. If any

such indication exists, the recoverable amount of the asset is estimated in order to determine the

extent of impairment loss. Recoverable amount is the higher of an asset's net selling price and

value in use. In assessing value in use, the estimated future cash flows expected from the

continuing use of the asset and from its disposal are discounted to their present value using a

pre-discount rate that reflects the current market assessments of time value of money and the

risks specific to the asset.

xvi. Contingent Liability: The Company creates a provision when there is a present obligation as a result of past event that

probably requires an outflow of resources and a reliable estimate can be made of the amount of

obligation.

A disclosure for contingent liability is made when there is a possible obligation or a present

obligation that may, but probably will not result in outflow of resources.

When there is a possible- obligation or present obligation in respect of which the likelihood of

outflow of resources is remote, no provision or disclosure is made.

xvii. Financial Derivatives Hedging Transaction:

In respect of derivatives contract, premium paid, provision for losses on restatement and

gains/losses on settlement are recognized in statement of Profit and Loss. The company uses

Foreign Currency Hedges to manage its risks associate with foreign Currencies Fluctuation

relating to Export receivable. The company does not use hedges for speculative purpose.

127

SUNDARAM MULTI PAP LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS

NOTE 3: SHARE CAPITAL



Authorized Capital 250,000,000 250,000,000 250,000,000 (P.Y.250,000,000) Equity Shares of Re 1/ - Each


250,000,000 250,000,000

215,605,773 215,605,773 215,605,773 (P.Y. 215,605,773) Equity Shares of Re 1/- Each Fully Paid

Total of Issued, Subscribed And Fully Paid Up Share Capital 215,605,773 215,605,773

a) Reconciliation of the number of shares outstanding and the amount of share capital as at 31 March 2015 and 31 March 2014 is set out below:

Particulars 2014-15 2013-14

Equity Shares Equity Shares Number Amount Number Amount

Shares Outstanding At The Beginning Of The Year 215,605,773 215,605,773 215,605,773 215,605,773 Shares Issued During The Year - Shares Bought Back During The Year - Shares Outstanding At The End Of The Year 215,605,773 215,605,773 215,605,773 215,605,773

b) Rights, preferences and r estri ctions a tta ched To Equity Shareholder s: The Company has only one class of Equity Shares having a face value Of Re.1 /- Per Share. Each holder of Equity Shares is entitled to one vote per Equity Share. A member shall not have any Right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of the shares of such member. All equity shares of the Company rank Pali Passu in all respects i ncluding the right to dividend. The dividend is proposed by the board Of directors and is subject to the approval of the members at the en suing annual general meeting. The board of directors have a right to deduct from the dividend payable to any member any sum due from him to the Company. In the event of winding-up, subject to the rights of holders of shares issued upon special terms and conditions, the holders of equity Shares shall be entitled to receive remaining assets, If any, in proportion to the number of shares held at the t ime Of commencement of winding-up. The Shareholders have all other rights as available to equity shareholders as per the provisions of the Companies Act, 2013, read together with the memorandum of association and articles of association of the Company, as applicable.

c) The Company does not have any holding company or ultimate holding company. Promoter shareholding in the company including persons acting in concert with the promoters as on march 31, 2015 is 76,229,348 equity shares i.e. 35.36% of the equity share capital of the Company. Previous year march 31, 2014 is 117,718,959 equity shares i.e. 54.60 %.

d) The Details of Share Holders Holding more than 5% Shares:

Name Of Shareholder As at 31 March, 2015 As at 31 March, 2014

No. Of Shares held % of Holding No. Of Shares held % of Holding Amrut P Shah 23,288,887 10.80 35,929,325 16.66 Raichand P Shah 26,898,304 12.48 34,808,304 16.14 Shantilal P Shah 14,787,157 6.86 20,451,537 9.49 Citigroup Global Markets Mauritius 11,825,702 5.48 11,994,157 5.56 Ganjam Trading Pvt Ltd 14,999,499 6.96 14,999,499 6.96

e) The Company has allotted 143,737,182 (FV -Re 1/-) equity shares by way of Bonus issue in the Financial Year 2012-13 in the ratio 1:2.

128

NOTE 4: RESERVES & SURPLUS



( a ) Capital Reserve Opening Balance 700,000 700,000 Add: Additions during the year - - Capital Reserve - Closing Balance 700,000 700,000

( b ) Securities Premium Reserve Opening Balance 466,413,981 466,413,981 Add: Additions during the year - Securities Premium Reserve - Closing Balance 466,413,981 466,413,981

( c ) Revaluation Reserve Opening Balance 443,754,167 - Add/ (Less): Revaluation of Land * (38,806,813) 443,754,167 Revaluation Reserve - Closing Balance 404,947,354 443,754,167

( d ) General Reserve . Opening Balance 16,972,914 16,972,914 Add: Transfer From Statement Of Profit And Loss - - General Reserve - Closing Balance 16,972,914 16,972,914

( e ) Surplus In The Statement Of Profit And Loss Opening Balance 438,032,001 439,529,342 Less: Depreciation Adjusted Against Free Reserves (246,760,614) Add: Net Profit/ (Loss) For The Year (167,465,591) 1,025,138 Balance Available For Appropriation 23,805,796 440,554,480 Less: Appropriations Proposed Dividend 2,156,057 Dividend Distribution Tax - 366,422 Net Surplus In The Statement Of Profit And Loss 23,805,796 438,032,001 Total Of Reserves And Surplus 912,840,045 1,365,873,063

*The Company has revalued its Land at Palghar on 31st May 2013 NOTE 5: LONG TERM BORROWINGS



Term Loan Secured From Banks

State Bank Of India * 389,106,588 180,000,000 Industrial Development Bank of India * 39,000,000 - Yes Bank ** 20,000,000 - Vehicle Loans *** 173,440 909,516

From Others Vehicle Loans $ 3,826,067 -

Deferred Payment Liabilities Unsecured Sales Tax Deferred Loan @ 13,554,850 13,679,510 Loan From Sicom+ _ 2,064,441 2,064,441

Deposits Unsecured Deposits 745,000 798,200 Total Of Long Term Borrowings 468,470,386 197,451,667

+ In case of delay/default as on the Balance Sheet date in repayment of loans and interest with respect to above :

(1) Period of Default : Earlier Years (2) Amou nt : Rs 2 ,064,441

129

* Corporate Loan-State Bank Of India (SBI)

Secured primarily by first charge (Hypothecation and mortgage) over the Fixed assets (immovable and movable) of the company as well as personal guarantee of three directors and collaterally secured by extension of hypothecation charge over current assets of the company. Further, additional collateral security carrying first pari-passu charge in the form of the pledge of promoters shares to the extent of 100% of E-Class Education System Ltd. has also been given. The said Loan carries floating rate of interest ranging of 3% above base rate. The repayment of the Loan shall commence from September 2015and to be fully repaid by March 2020.

Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) - SBI and Industrial Development Bank of India (IDBI).

Secured primarily by first pari passu charge over the entire current assets (present and future) of the company as well as personal guarantee of three directors and collaterally secured by second pari - passu charge (hypothecation and mortgage) over the fixed assets (movable and immovable) of the Company, with IDBI bank. Further, additional colleteral security carrying first pari-passu charge in the form of pledge of promoter's shares to the extent of 100% of E-Class Eduaction System Ltd. has also been given. The said Loans carries floating rate of interest ranging between 2.75% to 3% above base rate. The repayment of WCTL shall commence from September 2015 and to be fully repaid by September 2016. The repayment of FITL shall commence from December 2015 and to be fully repaid by March 2020.

** Secured by subservient charge over current and movable fixed assets of the company as well as personal guarantee of three directors and pledge of shares of the Company carrying floating rate of interest of 2% above base rate and repayable by June, 2018.

*** Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 10.75% To 13.25% and repayable by May-2016.

$ Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 12% and repayable by March-2021.

@ Repayment shall commence from the financial year 2015-16 up to 2024-25.

5.1 Out the above loans, three Directors of the Company have given their personal guarantee for secured loans (except vehicle loan) aggregating to Rs 448,106,588/-



As at 31st

March, 2014 Liabilities

Depreciation

(A) Assets

Employee Benefits / Expenses Allowable on Payment Basis

Unabsorbed Depreciation *

(B)

45,739,409 37,006,966 45,739,409 37,006,966

1,100,306 8,505,329

873,192 -

9,605,635 873,192

36,133,774 33,579,292

. Net Deferred Tax Liability Charged To Statement Of Profit And Loss (D) = A-B-C (0) 2,554,482

Net Deferred Tax Liability (E )=C+D 36,133,774 36,133,774

* The Company has recognised deferred tax asset of 8,505,329/- (as at March 31,2014, NH ) on unabsorbed depreciation to the extent there is deferred tax liability on timing differences that will reverse in the future.

NOTE 7: LONG TERM PROVISIONS



Provision For Employees Benefit 3,391,297 2,691,297 Provision For Gratuity

Total of Long Term Provisions 3,391,297 2,691,297

130

NOTE: 8 SHORT TERM BORROWINGS

As at 31st March 2015

As at 31st March 2015

Loan Repayable on Demand From Banks Secured Cash credit from State Bank of India** Cash Credit from Industrial Development of India From Public Financial Institutions Unsecured Loan from Directors### Deposit Unsecured Inter corporate Deposits##

126,380657 25,355,622

-

59,554,200

152,370696

513,333,132 101,365,758

22,688,699

6,560,460

195,787,435 Total of Short Term Borrowings 363,661,175 879,775,519

**Secured primarily by first pari-passu charge over stock and book debts of the Company with other Working capital lender and personal guarantee of three directors and collaterally secured by pari-passu charge (hypothecation and mortgage) over the fixed assets (movable and immovable of the company. Further, additional collateral security carrying first pari-passu charge in the form of pledge of promoters shares to the extent of 100% of E-Class Education System Limited has also given. The said loan carries interest rate ranging between 2.75% to 3% above base rate.

### It consist of loan from three Directors and are interest free. Further, all the loans are provided by the director from their own funds.

## All inter corporate deposits are taken against pledge of Promoters Equity Shares held in the Company.

NOTE 9: TRADE PAYABLES



Micro, Small And Medium Enterprises (Refer Note 33) Others 94,370,945 140,495,914 Total Of Trade Payables 94,370,945 140,495,914

NOTE 10: OTHER CURRENT LIABILITIES



Current Maturities Of Long-Term Borrowings (Refer Note 5) From Banks 192,893,879 82,014,168 From other Financial Institutions - 2,361,310

Vehicle Loans 1,219,942 1,434,034 Sales Tax Deferred Loan 124,660

Advance From Customers 11,900,791 24,722,358 Interest Accrued But Not Due On Borrowings 2,056,519 Unpaid Dividend 501,713 13,521,559 Other Payables Outstanding Expenses 11,490,088 11,927,544 Outstanding Statutory Liabilities 4,111,353 7,604,264 Total Of Other Current Liabilities 222,242,426 145,641,756

NOTE 11 : SHORT TERM PROVISIONS Rs Rs

As at 31st As at 31st March, 2015 March, 2014

Others Proposed Dividend 2,156,057 Provision For Dividend Distribution Tax 366,422 Provision For Income Tax 4,004,198 Total Of Short Term Provisions 4,004,198 2,522,479

131

NOTE 13: NON CURRENT INVESTMENTS



Trade Investments Others (valued at Cost)

150,000,000

50,000

150,000,000

50,000

Investment In Unquoted Equity Instruments i Subsidiary

15,000,000 Equity Shares Of Rs10/- Each Fully Paid Up Of E-Class Education System Ltd. (Previous Year 15,000,000 Shares

ii. Others

5,000 Equity Shares of 710/- Each Fully Paid Up of Abhyudaya Co-operative Bank Ltd. (Previous Year 5,000 Shares)

Total Of Non-Current Investment 150,050,000 150,050,000

Aggregate amount of quoted investments Aggregate amount of unquoted investments 150,050,000

-

150,050,000

Total Of Non-Current Investment 150,050,000 150,050,000 NOTE 14 : LONG TERM LOANS AND ADVANCES

As at 31, March 2015

As at 31,March 2014

Advance For Capital Assets Unsecured Considered Goods Security Deposits Unsecured , Considered Goods

-

4,107,629

9,284,729

4,304,334

Total of Long Term Loans and Advances 4,107,629 13,589,063

132

SUNARAM MULTI PAP LTD.


NOTE 12 & 12A: FIXED ASSETS AS ON 31st March 2015 (Amount in Rs)

Particulars

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK As on 1st

April, 2014 Additions

During the Year Deductions

.During the Year As on 31st

. March, 2015 As on 1st

April, 2014 For the Year Adjustment as per

the Companies Act, 2013. (Refer note

10.1)

Deductions During the Year

As on 31st March, 2015



A.Tangible Assets: (Owned) Freehold Land 630,479,748 - 45,336,700 585,143,048 - - - - 585.143,048 630,479,748

Building 235,966,060 17,552,233 218,413,827 45,738,389 4,900,403 46,487,881 4,672,436 92,454,237 125,959,590 190.227,672

Plant & Machinery 552,413,206 226,354 288,882,984 263,756,576 146,890,165 14,637,418 185,477,200 274,438,835 72,565,948 191,190,628 405,523,041

Furniture & Fixture 73,687,287 2,432 73,689,719 28,221,595 5,264,051 16,352,166 - 49,837,812 23,851,907 45,465,692

Vehicles 27,274,475 5,250,000 - 32,524,475 14,743,773 3,636,221 (1,082,813) - 17,297,181 15,227,293 12,530,702

Office Equipment’s 6,107,999 313,252 - 6,421,251 5,228,721 618,688 (473,820) - 5,373,589 1,047,662 879,278

Total Tangible Assets 1,525,928,775 5,792,038 351,771,917 1,179,948,896 240,822,643 29,056,781 246,760,614 279,111,271 237,528,767 942,420,128 1,285,106,130

B.Intangible Assets:

Brand 72,930,746 - 72,930,746 48,863,600 4,011,192 ' - 52,874,792 20,055,954 24,067,146

Total Intangible Assets 72,930,746 - - 72,930,746 48,863,600 4,011,192 - - 52,874,792 20,055,954 24,067,146

TOTAL (A+B) 1,598,859,521 5,792,038 351,771,917 1,252,879,642 289,686,243 33,067,973 246,760,614 279,111,271 290,403,559 962,476,082 1,309,173,276

Previous Year 1,107,596,423 498,215,348 6,952,250 1,598,859,521 243,882,092 48,412,918 2,608,768 289,686,242 1,309,173,280

133

10.1 Adoption of useful life of the assets as per the requirement of Schedule II of the Companies Act, 2013

Effective from 1 April, 2014 the Company has charged depreciation based on revised remaining useful life of the assets as per the requirement of Schedule II of the Companies Act 2013 as per para 7(b) of notes to part C. Based on transitional provision provided in note 7(b) to Schedule II, where the remaining useful life of an asset is nil the carrying amount of the asset should be recognised in the retained earnings. Such carrying amount as on 1 April, 2014 for the Company was Rs 246,760,6141/-

134

NOTE 16: TRADE RECEIVABLES




Others Unsecured, Considered Good 50,649,006 129,069,513 Total Of Trade Receivables 217,444,294 489,525,745

NOTE 17: CASH AND CASH EQUIVALENTS



Cash-In-Hand Cash Balance 2,103,486 3,425,008

Sub Total (A) 2,103,486 3,425,008 Bank Balance

In Current Accounts 3,290,382 1,974,513 In Deposit Accounts 118,771 153,611 In Dividend Account 552,600 556,480

Sub Total (B) 3,961,753 2,684,604

Total Of Cash And Cash Equivalent (A) + (B) 6,065,239 6,109,612

Includes Deposit with Banks of Rs. 118,771/- (Previous Year: Rs.153,611/-) with original maturity of more than 12 months

NOTE 18: SHORT TERM LOANS AND ADVANCES



Loans & Advances To Related Parties . Unsecured, Considered Good Loan To Subsidiary - E -Class Education System Ltd. (Refer note -18.1) . 223,231,138 185,977,745

Others Unsecured, Considered Good Advance To Suppliers 28,063,397 87,333,454 Advance Income Tax (Net Off Provision For Tax) 12,955,052 2,615,191 Balance With Revenue Authorities 3,356,033 4,185,217 Prepaid Expenses 567,847 4,228,482 Advance To Employees 364,590 710,840 Other Advances 71,456,720 125,038,367 Total Of Short Term Loans And Advances 339,994,777 410,089,296

135

NOTE 18.1: DISCLOSURE REQUIRED BY CLAUSE 32 OF LISTING AGREEMENT

As at 31st March, 2015 As at 31st March, 2014 Balance Maximum

outstanding during the year


the yearLoans & Advances To Related Parties include loans to subsidiaries

Loan To Subsidiary - E-Class Education System Ltd. 223,231,138 223;231,138 185,977,745 185,977,745

_...........

NOTE 19: OTHER CURRENT ASSETS

As at March, 2015

As at March, 2014

Dividend Receivable Interest Receivable

15000 139,503

7500 139,503

Total of Current Assets 154,503 147,003

136


NOTES FORMING PART OF FINANCIAL STATEMENTS NOTE 20: REVENUE FROM OPERATIONS

Year Ended 31st March, 2015


Sale of Products

Local Sales 852,366,118 1,114,332,270 Trading Sales 5,317,124 426,881,248 Export Sales 29,799,658

857,683,242 1,571,013,176 Other Operating Revenues

900,000 2,000,000 Advertisement Income

858,583,242 2,000,000

Less: Excise Duty 25,558,646 32,151,250

Total Of Revenue From Operations 833,024,596 1,540,861,926 NOTE 21: OTHER INCOME



Dividend Income . 7,500 7,500 Rent Received - 864,000 Exchange Fluctuation On Exports 1,943,521 4,527,179 Royalty Income - 1,000,000 Miscellaneous Income - 20,640 Total Of Other Income 1,951,021 6,419,319

NOTE 22: COST OF MATERIAL CONSUMED



Raw Material Consumed Opening Stock 166,882,137 179,565,055 Add: Purchases 671,546,086 664,443,337

Raw Material Sales (160,661,213) (14,973,393) Transport Inwards 21,957,356 20,808,271

699,724,366 849,843,270 Less: Closing Stock 106,344,239 166,882,137 Total Of Cost Of Material Consumed 593,380,127 682,961,133

NOTE 23 : CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STO

Year. Ended 31st March, 2015


Inventory (at Commencement) Finished Goods 18,610,835 79,278,958 Work In Progress 170,975,002 178,950,871 Stock -in -Trade - 207,093,750 63,586,805 Less: Inventory (at Close) Finished Goods 48,350,188 18,610,835 Work In Progress 105,135,306 170,975,002 Stock-in-Trade 357,096,552 207,093,750 Total Of Changes In Inventories Of Finished Goods, Work-In-Progress And Stock-in-Trade (113,902,459) (74,862,954)

137

NOTE 24: EMPLOYMENT BENEFITS EXPENSES

Year Ended at 31st March, 2015

Year Ended at 31st March, 2014

Salaries & Wages Contribution to Provident Fund, Gratuity and Other Funds Directors Remuneration Staff Welfare

28,778,867 1,686,303 5,250,000

393,984

27,044,100 1,208,349 6,000,000

591,593 Total of Employment Benefits Expenses 36,109,154 34,844,042

NOTE 25 : FINANCE COSTS



Interest Expenses 149,112,550 165,477,994 Other Borrowing Costs 8,731,708 1,723,292 Less: Interest Capitalized - 54,002

157,844,258 167,147,283

Less :-Interest Income 36,198,505 29,808,487 Total Of Financial Costs 121,645,753 137,338,796

NOTE 26: DEPRECIATION & AMORTIZATION EXPENSES (Refer note.12)



Depreciation

Amortisation Of Intangibles

29,056,781

4,011,192

40,390,533

8,022,382

Total Of Depreciation & Amortization Expenses 33,067,973 48,412,915

138




Note 27 A: Manufacturing Expenses Power And Fuel 2,749,627 7,507,421 Job Work Expenses 12,833,794 12,713,717 Repair & Maintenance To Building 684,180 1,881,053 Repair & Maintenance To Machinery • 2,781,657 2,366,943 Security Expenses 289,267 598,573 Service Tax 1,161,878 686,573 Stores & Packing Material Consumed 48,611,663 83,990,924 Other Manufacturing Exp 35,150 193,688

Sub Total Note 27 A 69,147,216 109,938,892 Note 27 B: Selling & Distribution Expenses

Sales Promotion & Advertisement Expenses 321,479 2,772,313 ' Freight, Clearing & Forwarding Charges 2,785,120 5,935,577 Loading & Unloading Charges 2,336,235 1,443,978 Commission Charges - 3,258,147 Tempo Expenses 2,698,921 3,078,416

Sub Total Note 27 B 8,141,755 16,488,431 Note 27 C: Administrative Expenses

Rent Expenses 803,897 1,753,651 Insurance Expenses 3,398,795 8,965,366 Rates & Taxes Expenses 354,876 435,320 Wealth Tax 70,020 66,760 Motor Car Expenses 953,191 1,484,745 Travelling Expenses 780,487 1,927,178 Computer Maintenance ' 30,596 28,993 Conveyance Expenses 26,337 76,208 Postage & Courier 305,601 202,014 Legal, Professional & Consultancy Charges 2,615,533 4,391,500 Printing & Stationery 533,952 545,752 Auditors Remuneration (Refer Note - 32) 375,000 2,096,068 Donation - 837,743 Electricity Expenses 724,560 1,031,328 Listing & Registration Fees 486,714 367,942 Loss On Sale Of Fixed Assets (Net) - 1,675,042 Subscription Charges 39,180 33,804 Sundry Balance W/Off 7,160,768 2,672,267 Telephone Expenses 564,946 828,698 Sundry Expenses 375,211 239,979

Sub Total Note 27 C 19,599,684 29,660,358 Total of Other Expenses (Note 27 A+ 27 B+ 27 C) 96,888,655 156,087,681

NOTE 28: EXCEPTIONAL ITEMS

Year ended 31 st March, 2015

Year ended 31 st March, 2014

Profit on Sale of Fixed Asset Loss on Sale of Non-Moving Items Reversal of Accrued Interest Receivable Pre-Maturity of Keyman Insurance Policy

83,456,086 (116,379,845)

(30,562,920) 29,455,965

- - - -

Total of Exceptional Items (34,030,716) -

139


Notes forming part of Financial Statements

Note 29

Contingent Liability: In the opinion of the Board of directors, the Company has no contingent

liability (PY: Nil) Note 30

In the opinion of the management, curr ent assets, loans, advances and depos it s ar e

approximately of the value stated, if realized in the ordinary course of business. The provision

of all known liabilities is adequate and not in excess of the amount reasonably necessary.

Note 31

Balances of certain trade receivables, trade payables and loans and advances are subject to

confirmations / reconciliation and consequential adjustments, if any. The management does not

expect any material variation affecting the current year's financial statements on account of such

reconciliation / adjustments. Note 32 Auditors Remuneration: (Amount in Rs)


Audit fees 300,000 650,000

Tax Audit fees 75,000 180,000

Income Tax Matters - 1,250,000

Others 16,068

Total 375,000 2,096,068

140

Note 33 Disclosure under MSMED Act, 2006: The Company has not received any information from the “suppliers” regarding their status under the Micro Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to the amounts as at year end together with interest paid / payable as required under the said act have not been given. Note 34 Segment Reporting: Primary

Segment (Business):

The Company operates in single business segment of manufacture and sale of exercise note books

and paper. Hence, further disclosure required as per Accounting Standard AS-17 "Segment

Reporting" is not given.

Note 35 Related Party Disclosures:

a) List of related parties with whom the Company has entered into transactions during the year

in the ordinary course of business:

Relationship Name Nature

Wholly owned Subsidiary E Class Education System Limited Company

Key Management Personnel

(KMP)

Mr. Amrut P. Shah Chairman' & Managing Director

Mr. Shantilal P. Shah Whole-time Director

Mr. Hasmukh A. Gada Whole-time Director

Mr. Manik R. Makwana (Appointed w.e.f from 01/01/2015)

Company Secretary

Enterprise over which KMP

are able to exercise

significant influence

Sundaram Bio-Tech Pvt Ltd Company

Relatives of KMP Mr. Raichand P. Shah Brother of Amrut P. Shah &

Shantilal P. Shah

141

b) Transactions with Related Parties:

Amount in Rs


Subsidiary

KMP Relatives of

KMP

223231,138 -

Loan Given to E Class Education System Ltd (139,719,074) (-) (-)

Repayment of Loan Given to E Class - - Education System Ltd (77,324,165) (-) (-) Interest charged on Loan Given to E Class 36,198,505 - - Education System Ltd (23,009,388) (-) (-)

142

Remuneration

Details are as under:

(-)

(-)

(-)

(-)

(-)

5,250,000

(6,000,000)

2,000,000

(2,000,000)

1,000,000

(1,000,000)

2,250,000

(3,000,000)

1,200,000 (400,000)

(-)

(-)

(-)

1,200,000 (400,000)

Mr. Amrut P. Shah

Mr. Shantilal P. Shah

Mr. Hasmukh A. Gada

Mr. Raichand P. Shah

Rent Paid to

Mrs. Nayna S.Shah

(-) (-)

189,000

(189,000)

Interest Paid to Mr. Hasmukh A. Gada

(-)

1,413,384 (201,370) (-)

Figures in bracket reflects previous year's amount

c) Outstanding Balances of Related Parties: Amount in Rs

Particulars Wholly Owned Subsidiary

KMP Enterprise over which KMP are able to exercise significant influence

Relatives of KMP

Short term Loans and Advances /Recoverable

223,231,138 (185,977,745)

- (-)

3000 (3000)

- (-)

Short term Borrowings /Payable

(-) (-)

(59,554,200) (40,040,035)

- (-)

46,902 (1,560,277)

Investments 150,000,000 (150,000,000)

- (-)

- (-)

- (-)

Figures in bracket reflects previous year’s amount

143

Note 36

Computation of Basic and Diluted Earnings Per Share (EPS):

Particulars

Current Year Previous

Year

Net Profit/ (Loss) After Tax available to equity shareholders (in Rs) (167,465,591) 1,025,137 Weighted average number of equity shares for Basic and Diluted EPS

215,605,773 215,605,773

Basic and diluted earnings per share (Face Value Re 1) (in Rs) (0.78) 0.01

Note 37

a) Detai l s o f Sa le s va lue of Produc t s :

Class of Goods Sale Value

Rs



Class of goods

Exercise Books 823,057,053 1,053,538,884

Paper 3,750,418 58,441,794

Trading 5,317,124 426,881,248

Total 832,124,595 1,538,861,926

The above figures are net of excise duty of Rs 25,558,646 (P.Y. Rs 32,151,250)

b ) Detail s o f opening & c losing stock of Finished Goods :

Class of Goods Opening Stock (in Rs) Closing Stock (in Rs) For the year ended




31.03.2014 Exercise Books 17,798,242 77,077,560 48,350,188 17,798,242 Paper 812,593 2,201,398 - 812,593 Trading of Copier Paper & Others

207,093,750 63,586,805 357,096,552 207,093,750

Total 225,704,585 142,865,763 405,446,740 225,704,585

144



For the year ended

31.03.2015

For the year ended

31.03.2014

For the year ended

31.03.2015

For the year ended

31.03.2014 Exercise Books 151,836,018 163,150,611 86,628,450 151,836,018

Paper 19,138,984 15,800,260 18,506,856 19,138,984

Total 170,975,002 178,950,871 105,135,306 170,975,002

Note 38




Amount in Rs % Amount in Rs %

Raw Materials

- - - -

Paper & Bonds - - - -

(i) Imported - - 4,990,828 0.77%

(ii) Indigenous 593,380,127 100.00% 677,970,305 99.23%

Total 593,380,127 100.00% 682,961,133 100.00%

145

Raw Material Purchase (Breakup) 2014-15 (Amt in Rs)

Paper 572,174,943 Duplex Board 84,587,519 Others 14,783,624 Total 671,546,086

Note 39

Earnings & Expenditure in Foreign Currency: Amount in Rs



F.O.B. Value of Exports - 29,438,630

C.I.F Value of Imports:

Raw Materials - 4,990,828

Expenditure:

Traveling Expenses 31,375 470,900

Note 40:

Employee benefits

1. Defined contribution plans:

The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Provident fund contributions amounting to Z 12.66 Lacs (2014: Z 9.72 Lacs) have been charged to the Statement of Profit and Loss. The contributions payable to this plan by the Company is at rates specified in the rules of the scheme.

2: Defined benefit plans The Company has a defined benefit gratuity plan. Every employee who has completed continuous service for five years or more gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy. During the year gratuity benefit expense of Rs 7 Lacs recognized in the Statement of Profit & Loss. Due to non-Availability of Actuarial Valuation Report, the charge for the year and liability as on balance sheet date were derived based on the past trend of attrition, increase in compensation cost and other relevant factors.

147

901, Regent Chambers, Nariman Point, Mumbai - 400 021. Tel 43.43 9191 (30 Lines)i 2283 2626 * Fax : 2283 2727 E-mail : mail@bhutashah,com * Website : www.bhutashah.com

Independent Auditors' Report

To the Members of SUNDARAM MULTI PAP LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SUNADARAM MULTI PAP LIMITED (the Company"), which comprise the Balance Sheet as at 318'March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.. Management's Responsibility on Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position,. financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted OUT audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entity's internal control, An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial In statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 201

(b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that d

148

901, Regal charbem Naiman Poirt

Murnbal -400 021.

F.R 14o. 101471W

BHUTA SHAH & Co CONTINUATION SHEET

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 28 to the financial statements. As explained therein, balances of certain trade receivables and advances are subject to confirmation and reconciliation. However, the management does not expect any material variation affecting the current year's financial statements on account of such reconciliation/adjustments. Accordingly, no provision has been made in the financial statements, Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 („the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Ad, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In oar opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

e. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act.

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For Bhuta Shah & Co. Chartered Accountants Firm Reg, No.: 101474W

CA. Mitesh Kothari

Partner

Membership No.: 110822

Mumbai, 246May, 2014

149


Annexure to Independent Auditors' Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date

(1) In respect of fixed Assets: (a) The company has maintained proper records to show full particulars, including quantitative

details and situation of its fixed assets. (b) As explained to us, all the fixed assets have been physically verified by the management during

the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial past of fixed asset has been disposed during the year and therefore does not affect the going concern assure assumption.

In respect of its inventories:

(a) As explained to us, inven tories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. The discrepancies noticed on physical verification of stocks by the management and book records have been properly dealt with in the books of account.

In respect of the loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Act:

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured Loan to its subsidiary company. The maximum amount involved during the year is Z 18,59,77,745/-. And the year-end balance of loan granted to such party is t 18,59,77,745/,

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of the above loans. Therefore, the question of repayment being regular does not arise. Also, the question of overdue amount does not arise.

(d) There is no stipulation for repayment of the above loans. Therefore, the question to take reasonable steps by the company for recovery of the principal and interest does not arise.

(e) According to the information and explanations given to us and on the basis of OUT examination of the books of account, the company has taken loans from three directors. The maximum amount involved during the year are Rs.7,18,28,422/. And the year-end balance of loan taken from such parties is Rs 4,00,40,035/-.

(f) The company has taken interest free loan from two directors. Therefore, the question of rate of interest and other terms and conditions on which loans have been taken by the company, being prejudicial to the interest of the Company does not arise. The company has taken interest bearing loan from one director. However, terms and conditions and rate of interest are not prejudicial to the interest of the company.

(g) There is no stipulation for repayment of the above loans. Therefore, the question of being regular does not arise.

(iv) In our opinion and according to the information and explanations given to us, th

150


adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

In respect of the contracts or arrangements referred to in section 301 of the Act

(a) In our opinion and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and as per information and explanations given to us, the transaction entered into by the company with parties covered uis 301 of the Act and exceeding the value of rupees five lakhs in respect of each party during the year has been made at prices which appear reasonable as per information available with the company.

(vi) According to the information and explanations given to us,. the Company has not accepted any deposits from the public as defined u/s. 58A of the Companies Act, 1956 and the rules framed there under. Therefore, the provisions of Clause 4 (vi) of the Order are not applicable to the company.

(vii) As per information and explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, -

1956 and on the basis of information and explanations given to us, we are of the opinion that, prima fade, the prescribed accounts and records have been made and maintained related to manufacture of Exercise Note Book and Paper. We have not, however, made a detailed examination of the accounts and records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues: (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have been regularly deposited with the appropriate authorities, though there have been delays in a few cases. According to the information and explanations given to us, except forRs.7,120/- towards tar deducted at source and ? ̀ 33,730/- towards CST payable, no undisputed amounts payable in respect of Wealth Tax, Cess, Profession Tax, Service Tax and other material statutory dues were in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except normal assessment and appellate proceedings as per the Income Tax Act, 1961.

(x) The Company does not have any accumulated losses and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, there were several instances in which the company had defaulted in repayment of dues to banks but the same were regularized in due course of time. forever, Total default in repayment of dues to banks and financial institutions amounting to e12,82,80,199/- is not regularized as at 31.03.2014.

(xii) According to the information and explanations given to us and based on the do produced before us, the Company has not granted loans and advances on the basis of pledge of shares, debentures and other securities.

151


(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society, Therefore, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution.

(xvi) According to the information and explanation given to us and the records examined, the term loans taken by the company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at :31 March 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company. No long term funds have been used to finance short term assets except working capital.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures and hence, the clause 4(xix) of the Order is not

applicable to the company.

(xx) The Company has not raised any monies by way of publ ic issues during the year.

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: 101.474W

CA. Mitesh of Partner

Membership No,: 110822

Mumbai, 24tbMay, 2014

152

SUNDARAM MULTI PAP LIMITED BALANCE SHEET AS AT 31ST MARCH, 2014

Particulars Note No. As at 31st March; 2014


Rs Rs EQUITY AND LIABILITIES Shareholders' Funds

Share Capital 1 215,605,773 215,605,7Th. Reserves And. Surplus 2 1,365,373,062 921,616„236

1,581,478,835 1,139,222,009 Non-Current Liabilities

Long-Term Borrowings 3 197,451,668 264,160,378 Deferred Tax Liabilities (Net) 4 36,133,774 33,579,292 Other Long Term Liabilities - Long Term Provisions 5 2,691,297 2,691,297

236,276,739 300,430,967

Current Liabilities Short-Term. Borrowings 6 5797519 847,142,729

Trade Payables 7 140,495,914 313,891,261 Other Current Liabilities 8 145,641,756 154,298,222 Short-Term Provisions 9 25'22,479 29,296,035

1,168,435,668 1,344,628,246 Total Equity & Liabilities 2,986,191,242 2,784.,281,222

AS SETS

Non-Current Assets Fixed. Assets

Tangible Assets 10A 1,285,106,135 831,624,803 Intangible Assets 1013 24,067,146 32,039„52g Capital Work-In-Progress - 29,609,294

1,309,173,281 893,323,625 Non-Current Investments 11 150,050,000 150,030,000 Deferred Tax Assets (Net) - - Long Term Loans And Advances 12 13,589,063 49,827,480 Other Non-Current Assets -

1,472,812,344 1,093,201,105 Current Assets

Current Investments , - Inventories 13 607,507,242 543,740,469 Trade Receivables 14 4:89,525,743 807,370,265 Cash And Cash Equivalents 15 6,109,612 14,832,534 Short-Term Loans And Advances 16 410,089,296 324,636,660 Other Current Assets 17 147,003 300,186

1,513,378,898 1. 691,080,U 6 Total Assets 2,986,191,242 2,784,281,222

Significant Accounting Policies Notes on financial statements 1 to 39 As per our report of even date attached For Bhuta Shah & Co. for and on behalf of the Board

Chartered Accountants Firm RegNo.:101474W

CA Mitesh Kothari Amrut P. Shah Shantilal P. Shah Partner Chairman & Managing Director Whole-time Director Membership No. 110822

Hasmukh A. Gada

Mumbai, 24'1' May, 2014 Whole-time Director

153


STATE114ENT OF FROFIT & LOSS FOR THE YEAR ENDED 3151 MARCH, 2014

Particulars Note No.

Year Ended 31st March 2014

Year Ended 31st March 2013

INCOME Rs Rs Revenue From Operations 18 1,540,861,926 L815,457,526 Other income 19 6,419,319 10.118,372

Total Income (I) 1,547,281,245 1,825,575,897

EXPENSES

Cost Of Materials Consumed 20 682,961,133 683,537,294 Purchase Of Stock-In-Trade 412,247,951 664,357,064 Changes In Inventories Of Finished Goods And Work- 21 68,643,992 35,200,435 In-Progress Employee Benefit Expenses 22 34,844,042 48,164,•62 Finance Cost 23 137,338,796 120,774,548 Depredation And Amortization Expenses 24 48,412,915 48,177,708 Other Expenses 25 156,087,681 150,672/415

Total Expenses (II) 1,540,536,509 1,750,833,926 Profit Before Tax (1) - (ID 6,744,736 •1'74,70372

TAX EXPENSES:

(I) Current Tax 4,609,000 2,452,186

( 2) Deferred Tax 2,534,482 5,664,877 ( 3) Short / (Excess) Provision Of Earlier Years (7443,834) 91.327

Total Tax Expenses 5,719,598 29,228,890

Profit For The Year 1,025,137 45,513,082

Earnings Per Equity Share: (Face Value of Re 1/- each)

(1 ) B asic 0.01 0.21 (2 ) D i lu t e d 0.01 0.21

Significant Accounting Policies Notes on financial statements 1 to 39 As per our report of even date attached

For Bhuta Shah & Co. For and on behalf of the Board

Chartered Accountants Firm R eg. N o.: 1111474W

CA Mitesh Kothari Amrut P. shah Shantilal P. Shah

Partner Chairman & Managing Director Whole-time Director Membership No. : 110822

Mumbai, 24th May 2014 Hasmukh A. Gada

Whole-time Director

154


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 Particulars Year Ended 31st March 2014 Year Ended 31st March

2013 Amount in Rs Amount in Rs

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) Before Tax And Extraordinary Items 6,741,736 74,741,972 Adjustment rim: Depreciation 48.412,915 43,127,708 interest Income (29,808,487) (49929,403) Dividend income (7,500) (7,500) Preliminary Expenses W/Off - - Interest Paid 167,147,283 170,703,951 (Profit)/ Loss On Sale Of Assets (Net) 1,675,042 (4,996,726

187,419,253 163,898,030 194,163,989 233,640,002

Operating Profit Before Working Capital Changes Adjustment For : Trade Receivables Si8,,044,5Z3 (157,156,949) Inv entorie.s (63,766;74) (12,053,566) Loans & Advances 15,795,881 (62,802,416)

Other Current Assets 153,153 (153,183) Trade Payables (173,395,347) 55,207,108 Other Liabilities & Provisions 4,308482 (1,345,252)

101,140,148 (178234,258). Cash Generated From Operations 295,304,137 59,305,743

Direct Taxes Paid(Met) (10,017,561) (12,018,560) Net Cash Generated From/(Utilised in) Operating Activities 285,286,576 47,787,183

Cash Flow horn Investing Activities Purchase Of Tangible fixed Assets (Net) (24,851,887) (33.373,333) Sale Of Tangible Fixed Assets 2,668,442 6,480,139 Purchase Of Equity Shares Of subsidiary - - Dividend Received 7,500 7,300

Net Cash Generated From/ (Utilised in) Investing Activities (22,175,945) (26,885494)

Cash Flow From Financing Activities Loan given to Subsidiary (62,394,909) (30,984,894) (Repayment) of /Proceeds From Borrowings (34,075,920) 133,733,737 Interest Received 29,808,487 49,929.403 Interest Paid (167,147,283) (170,703,951) Dividend Paid (Incl. Of Tax) (38,023,92S) (15,034,930)

Net Cash Generated From/ (Utilised in financing Activities)

(271,833.552)

(33,060,634)

Net Increase/(Decrease) In Cash And Cash Equivalents (A+B+C)

(8,722,922)

(12,159,145) Cash And Cash Equivalents At Beginning Of The Year 14,E32,534 26,991.678 Cash And Cash Equivalents At End Of The Year 6,10`9,612 14,832,533 Net Increase/ (Decrease) (,722.922) (12,159,145)

Note: 1 Cash And Cash Equivalents Consists Of Cash On Hand And Balance With Banks. 2 The Above Cash Flow Statement Has Been Prepared Under The Indirect Method As Set Out In Accounting Standard - 3 'Cash Flow

Statement" Issued By The institute Of Chartered Accountants Of India. 3 Previous Year's Figures Have Been Re-Grouped / Re -Arranged, Wherever Considered Necessary.


For Bhuta Shah & Co. For and on behalf of the Board

Chartered Accountants Firm R g. No.: 101474W

CA Mitesh Kothari A m ru t P . S h a h Shanlilal P, Shah Partner Chairman & Managing Director Whole-time Director Membership No. 110822

' Hasmukh A. Gada

Mumbai. 2411' May, 2014 Whole time Director

155

SUNDARAM MULTI PAP LIMIT-TS)



i . Account ing Conventions: The financial statements are prepared on accrual basis under historical cost convention and as a

going concern and comply with the Accounting Standards issued by the Institute of Chartered

Accountants of India referred to in section 211 (3C) of the Companies Act, 1956. Accounting

polices not disclosed separately otherwise are in consonance with Genera lly Accepted

Accounting Principles.

i i. Use of Estimates: Preparation of financial statements in conformity of Generally Accepted Accounting Principles

requires that the Management of the Company makes estimates and assumptions that affect the

reported amount of income and expenses of the period, the reported balances of assets and

liabilities and the assumptions relating to contingent liabilities as on the date of the financial

statements. Examples of such estimates include the useful life of tangible and intangible fixed

assets, provision for doubtful debts/advances, future obligation in respect of retirement benefit

plans, etc. Difference, if any, between the actual results and estimates is recognized in the period

in which the results are known.

i ii . Fixed Asset s: Tangible fixed assets are stated at cost of acquisition Tess accumulated depreciation and

impairment, if any. Direct costs are capitalized until fixed assets are ready for use. Capital work-

in-progress comprises of cost of fixed assets that are not yet ready for their intended use as at

reporting date. Intangible assets are recorded at the consideration paid for acquisition of such

assets and are carried at cost less accumulated amortization and impairment, if any.

iv. Depr eci a t ion / Am or ti za t i on : Depreciation on fixed assets is provided on straight line method at the rates prescribed in

Schedule XIV of the Companies Act, 1956 or estimates made by the management Depreciation

on addition/deletion of assets during the year is provided on pro-rata basis. Brand will be

arnortized over a period of five subsequent years on a systematic basis as decided by the

management at the rate of 20% in each year.

156


FINANCIAL NEAR 2013 -14

v . I n v e s t m e n t

Long term investments are stated at cost. Provision for diminution in the value is made only if such decline is other than temporary.

Current investments are valued at lower of the cost or market value, determined on individual investment basis.

v i . Valuation of Inventories : Raw materials, stores and packing materials are valued at lower of cost or net realizable value. Cost is assigned on FIFO basis. Semi - finished goods are valued at raw material cost plus proportionate manufacturing overheads. Finished goods are valued at lower of the cost or net realizable value. Unrealized profit, if any, in inter unit transaction is eliminated to the extent

possible.

v i i . R evenu e R eco gni tion :

a) The Company recognizes revenue on sale of products upon dispatch to the

customer or when delivered to the ocean carder for export sales, which is when

risks and rewards of ownership are passed to the customer. Sales are shown net

of returns, discounts, excise duty and sales tax.

b) Dividend income on investment is accounted for in the year in which the right to receive the payment is established.

c) Interest income is recognized on the time proportion basis.

vii i. Export Incentives:

Considering the uncertainty in respect of actual income realizable, which depends on the market conditions, the benefits accruing under the Duty Entitlement Pass Book Scheme are

recognized on the basis of actual realization_

ix. Employee Benefits:

a) Short Term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries and wages, leave salary etc.

157

SUNDARANI MULTI PAP LIMITED


and the expected cost of ex-gratis are recognized in the period in which the employee renders

the related service.

b) Post-Employment Benefits:

i) Defined contribution plans:

The Company makes specified monthly contributions towards employee provident fund. Tice

Company's contribution paid / payable under the schemes is recognized as an expense in the

statement of profit and loss during the period in which the employee renders the related

service.

ii) Defined benefit plan: The Company's gratuity benefit scheme is a defined benefit plan. The Company contributes to a

gratuity fund which has taken a group policy with Life Insurance Corporation of India for

future payments of gratuity to retir ing employees. The premium has been so adjusted as

to cover the liability under the scheme in respect of all employees at the end of their future

anticipated services with the company.

c) Leave encashment:

Liability on account of Leave Encashment up to year end has been provided/ paid during the

year. None of the employee is allowed to carry forward leave to subsequent period.

x. Foreign Currency Transactions: Transactions in foreign currency are recorded at the rate of exchange in force at the time

transactions are affected. Exchange differences arising on settlement of these transactions are

recognized in the Statement of Profit and Loss.

Monetary items (other than those related to acquisition of fixed assets) denominated in foreign

currency are revalued using the exchange rate prevailing at date of the Balance Sheet and

resulting exchange difference is recognized in the Statement of Profit and Loss. Non-monetary

foreign currency items are carried at cost.

xi. Borrowing Cost: Borrowing Costs that are attributable to acquisition or construction of a qualifying asset are capitalized as a part of the cost of such asset. A Qualifying asset is one that necessarily takes a

158

SUN DARA.M MULTI PAP LIMITED


substantial period of time to get ready for intended use. All other borrowing costs are charged to

Statement of Profit and Loss.

xi i . Provision f or Ta xes : Provision for current tax is determined in accordance with the Income Tax laws prevailing for the

relevant assessment years.

Deferred tax arising due to timing difference between the book profit and tax profit for the year is

accounted for, using the tax rate and Taws that are substantively enacted as of the Balance Sheet date.

Deferred Tax assets arising from timing differences are recognized to the extent there is reasonable

certainty that this would be realized in future.

xi i i . Impairment of Fixed Asse ts:

At each Balance Sheet date, the Company reviews the carrying amount of its fixed assets to determine

whether there is any indication that those assets suffered an impairment loss. If any such indication

exists, the recoverable amount of the asset is estimated in circler to determine the extent of impairment

loss. Recoverable amount is the higher of an asset's net selling price and value in use. In assessing

value in use, the estimated future cash flows expected from the continuing use of the asset and from

its disposal are discounted to their present value using a. pre-discount rate that reflects the current

market assessments of time value of money and the risks specific to the asset.

xiv. L e a s e s :

Lease of assets under which all the risk and rewards of ownership are effectively retained by the lessor

are classified as operating leases. Lease payments under operating leases are recognized as expenses

on accrual basis in accordance with respective lease agreements.

xv. Financial Derivatives Hedging Transaction;

In respect of derivatives contract, premium paid, provision for losses on restatement and

gains/losses on settlement are recognized in statement of Profit and Loss. The company uses Foreign

Currency Hedges to manage its risks associated with Foreign Currencies Fluctuation relating to Export

receivable. The company does not use Hedges for speculative purpose.

159

NDARAM MULTI PAP LIMITED


xvi. Contingent Liability:

The Company creates a provision when there is a present obligation as a result of past event that

probably requires an outflow of resources and a reliable estimate can be made of the amount of

obligation.

A disclosure for contingent liability is made when there is a possible obligation or a present

obligation that may, but probably will not result in outflow of resources,

When there is a possible obligation or present obligation in respect of which the Likelihood of

outflow of resources is remote, no provision or disclosure is made.

160


NOTE 1: SHARE CAPITAL



Authorized Capital

250,000,000 (P.Y. 250,000,000) Equity Shares of Re. 1/- Each


215,605,773 (P.Y 215,605,773) Equity Shares of Re.1/- Each Fully Paid

Total of Issued , Subscribed and Fully Paid up Share Capital

250,000,000

250,000,000

215,605,773

215,605,773

250,000,000

250,000,000

215,605,773

215,605,773

a) Reconciliation Of The Number Of Shares Is Set Out Below:

Particulars 2013-14 2012-13

Equity Shares Equity Shares Number Rs Number Rs

Shares Outstanding At The Beginning Of The Year 215,605,773 215,605,773 71,S68,591 71,868,591 Shares Issued During The Year .' - 143,737,182 143,737,182 Shares Bought Back During The Year - - Shares Outstanding At The End Of The Year 215,605,773 215,605,773 215,605,773 215,605,773

b) Terms And Rights Attached To Fortuity Shareholders: The company has only one class of equity shares having a face value of 1/- per share. Each holder of equity shares is entitled to one vote per equity share_ A member shall not have any right to vote whilst any call or other sum shall be due and payable to the company in respect of any of the shares of such member. All equity shares of the company rank pari passu in all respect including the right to dividend. The dividend is recommended by the board of directors and declared by the members at the ensuing annual general meeting. The board of directors have a right to deduct from the dividend payable to any member any sum due from him to the company. In the event of winding-up, subject to the rights of holders of shares issued upon special terms and conditions, the holders of equity shares shall be entitled to receive remaining assets, if any, in proportion to the number of shares held at the time of commencement of winding-up. The shareholders have all other rights as available to equity shareholders as per the provisions of the Companies Act, 1956, read together with the memorandum of association and articles of association of the company, as applicable. c) The company does not have any holding company or ultimate holding company. Promoter shareholding in the company including persons acting in concert with the promoters as on March 31, 2014 is 117,718,959 equity shares. i.e. 54.60 % of the equity share capital of the company. Previous year March 31, 2013 is 134,583,293 equity shares i.e. 62.42 %, d) the Details Of Share Holders Holding More T han 5% Shares: As at 31st March 2014 As at 31st March 2013

No. of Shares olding% of Holding No. of Shares % of Holding Amrut P Shah 35,929,325 16.66 37,485,489 1739 Raichand P Shah 34,308,304. 1 614f 34,808,304 16.14 Shantilal P Shah 20,451,537 9.49 32,949,789 15.28 Citigroup Global Markets Mauritius 11,994,157 5.56 14,649,156 6.79 Ganjam Trading Pvt Ltd 14,999,499 6.96 - -

161



NOTE 2 RESERVES & SURPLUS


As at 31 st March, 2013

Reserves & Surplus Opening Balance 700,00 700,000 Add: Capital Reserve Capital Reserve - Closing Balance 700,000 700,000 Securities Premium Reserve Opening Balance 466,413,981 466,413,981 Add; Securities Premium Reserve Securities Premium Reserve - Closing Balance 466,413,981 466,413,981 Revaluation Reserve Opening Balance Add; Revaluation of Land 443,754,167 Revaluation Reserve Closing Balance 443,754,167 General Reserve Opening Balance 16,972,914 16,972,914 Add: Transfer From Statement Of Profit And Loss General Reserve - Closing Balance 16,972,914 16,972,914 Surplus In The Statement Of Profit And Loss Opening Balance 439,529,341 417,404,473 Add: Net Profit/(Loss) For The Year 1,025,137 45,513,082 Balance Available For Appropriation 440,554,479 462,917,555 Add; Appropriations Reversal Of Excess Provision ion Of Proposed Dividend During F.Y. 2011-12 1,437,108 Reversal Of Excess Provision Of Dividend Distribution Tax During F.Y. 201142 233,459

Less: Appropriations Proposed Dividend 2,156,057 21,560,577 Dividend Distribution Tax 366,422 3,498,204 Transfer To General Reserve Net Surplus In The Statement Of Profit And Loss 438,032,000 439,529,341 Total Of Reserves And Surplus 1,365,873,062 923,616,236

The company has revalued its Land at Palghar on 31st May 2013

NOTE 3 : LONG TERM BORROWINGS As at 31 st

March, 2014 As at31 st

March, 2013 Term Loan

From Banks

State Bank Of India * 190,000,000 202,500,000 Yes Bank + - 40,000,000 Vehicle Loans @ 909,516 1,652,130

Unsecured From Other Financial Institution** 3,766,097 (Refer Note 8 For Current Maturities Of Long Term Debt) Deferred Payment Liabilities Unsecured Sales Tax Deferred. Loan*** 13,679,510 13,679,510 Loan From Sicom 2,064,441 2,064,441 Deposits Unsecured Deposits 798,200 498,200

Total Of Long Term Borrowings 197,451,667 264,160,378

162


In case of delay /default as on the Balance Sheet date in repayment of loans and interest with respect to above :

(1) Period of Default :1 month I Earlier Years (2) Amount . : 24,850 ,000 / 20 ,61 ,441

* Secured primarily by first pari passu charge of immovable and movable fixed assets of the company including factory building and office premises as well as personal guarantee of three directors and collaterally secured by extension of hypothecation charge over current assets of the company, carrying floating rate of interest ranging from 3.50 % to 3.65% above base rate repayable by December, 2019.

+ Secured by subservient charge over current and movable fixed assets of the company , personal guarantee of three directors and pledge of shares of Company held by promoters carrying floating rate of interest of 3% above base rate repayable by March, 2015

@ Secured by Hypothecation of respective vehicles purchased carrying interest ranging from 11,74% To 13.51% and repayable by Angnst-2014 To July-2016.

** Carrying interest ranging from 8.33% To 18,259 and repayable by November, 2014 to February. 2015.

*** Repayment shall commence from the financial year 2015-16 up to 2024-25.



As a.t 31 st March, 2013

Liability Related To Fixed Assets 36,133,774 33,579,292 Assets - - Total 36,155,774 33,579,292 Less: Opening Net Deferred Tax. Liability 33,579,292 27,894,4'15 Net Deferred Tax Liability Charged To Statement Of Profit And Loss 2,554,483 5,634,877

NOTE 5 : LONG TLRM PROVISIONS Amount in Rs March, 2014 March, 2013

Provision For Employees Benefit 2,691,297 2,691,297 Provision For Gratuity

Total of Long Term Provisions 2;691,297 2,691,297 Note 6 SHORT TERM BORROWINGS Rs Rs

As at 31st

March,2014 As at 31st

March,2013

Luau Repayable On Demand From Banks Secured Cash Credit From State Bank Of India** 513,333,132 529,038,047 Cash Credit From Industrial Development Bank Of India 0 101,363,758 100,065,920 From Public Financial Institutions ''''' 6,560,460 - Unsecured From Banks 0 22,688,699 - From Other Financial Institutions* - 37,456,272 1-cans & Advances From Related. Parties Unsecured Loan From Directors ### 40,040,035 47,088,463 Deposit Unsecured Iniercorporate Deposits## 195,787,435 133,494,027

Total Of Short Term Borrowings 879,775,519. 847,142,710-1 In case of delay/default as on the Balance Sheet date in repayment of loans and interest with respect to above: (1) Period of Default :1 - 2 months (2) Amount: Rs 114.527,055/- (includes 101,365,75AS/- on account of renewal of working capital facilities under process)

163



* Loan is taken ranging from 9% to 17% interest rates against pledge of shares of Company held by Promoters.

** Secured primarily by first pari-passu charge over current assets including stock of raw material, stock- in-process, finished goods, stores & spares, receivables and other current assets of the company with other working capital lender and personal guarantee of three directors and collaterally secured security by way of second pari passu charge over movable and immovable fixed assets of the company including factory premises carrying interest rate of 3.50% above base rate.

# Secured primarily by first pari-passu charge on all the current assets of the company along with other working capital lender and personal guarantee of three Directors and collaterally secured by way of second pari passu charge over movable and immovable fixed assets of the company including factory and office premises carrying interest rate of 3% above base rate.

*** Secured against Lien on Keyman Insurance Policies in name of two Directors bearing interest rate of 10%

@ Loan is taken on personal guarantee of promoters bearing interest rate of 18%.

### Loan from two Directors is interest free and from one director is at the rate of 14%.

## All inter corporate deposits are taken against pledge of Promoters Equity Shares held in the company.

NOTE 7 TRADE PAYABLES

As at 31st March,2014

As at 31st March,2013

Trade Payables

(Refer Note 30 For Details Of Dues To Micro, Saudi And Medium Enterprises)

140,495,914 313,891,261

Total Of Trades Payable 140,495,914 313,391,261

NOTE 8 : OTHER CURRENT LIAELLITIES As at .31 st

March, 2014 As at 31 st

March, 2013

Current Maturities Of Long -Term Borrowings (Refer No.3)_ From Banks 52,014,163 102,327,968 from other Financial Institutions 2,361,310 11,175,388 Vehicle Loans 1,434,034 1,498,414

Advance From Customers 24,722,358 5,637,231

Interest Accrued But Not Due On Borrowings 2,056,519 3,737,795 Unpaid Dividend 13,521,559 465,267 Other Payables Outstanding Expenses 11,927,544 3,74Z979 Outstanding Statutory Liabilities 7.604,2M 25,713,280

Total Of Other Current Liabilities 145,641,755 : 154,298,222 NOTE 9: SHORT TERM PROVISIONS

As at 31 st . March, 20-14

:As at 31 st March, 2013

Proposed Dividend 2,156,057 21,560,577 Provision For Dividend Distribution Tax 366,422 3,498,204 Provision For Tricorn e Tax 4,237,254 Total Of Short Term Provisions 2,522,479 29,296,035

164

NOTE 11 NON CURRENT INVESTMENTS

As at 31st

March,2014 7

As at 31st March,2013.

1 Investment In Unquoted Equity Instruments

150,000„1j00

50,000

150,000,000

50,000

Subsidiary 15,000,000 Equity Shares Of Z10/- Each Fully Paid Lip Of E-Class Education System Ltd. (Previous Year 15,000,000 Shares)

Others 5,000 Equity Shares Of 710/- Each Fully Paid Up Of Abhvudalia CO-Operative Rank Ltd. (Previous Year 5,000 Shores) Total Of Non-Current Investment 150,050,000 150,050,000

NOTE 12 LONG TERM LOANS AND ADVAMCES


As at 31 st March.. 2013

Advance For Capital Assets Unsecured, Considered Good. 9,284,729 45,038,589

Security Deposits Unsecured, Considered Good SH A i-, 4,3104,334 4,788,891

- ' P n - T o t a l O f L o n g T e r m Loans And Advanc.1:1 6.16111&„ 13,589,063 49,827480

165

As On 1st April,- Additions Deductions As on 31 st Particulars .: :: 2013 During the' Luting the Year 2 0 1 4 Year

Building 2,685,080 1,498,286 4,183,366 - Plant & Machinery 26,705,424 20,437,225 47,230,649 - .Furniture & Fixture 130,790 297,403 123,193 Vehicle 5 - - - - Total Tangible Assets 29,609,294 22,232,914 51,842,208 -

SUN DARAM MULTI PAP LTD.

NOTES FORMING PAR1' OF FINANCIAL STATEMENTS

NOTE 10 FIXED ASSETS AS ON 31st MARCH 2014

Am ount in Rs

Particulars

GROSS BLOCK (AT COST) DEPRICIATION NET BLOCK

As on 1st April,

2013:

A d d i t io n s During the Year

Deduction& During the Year

As on 31gt March, 2014

As on 1st April, 2013

For the Year Deduction& During the Year




A, Tangible Assets: (Owned) Freehold Land 186,725,581 443.754,167 6.90,479,748 - - _. - 630479,748 186,725,531

Building 234,231,0I7 .1,183,366 2,451,313 235,966,060 33,483,409 7,306.771 551,792 45,733,389 190,227,672 195,750,599

Plant & Machinery 50.5,376,357 47,758,449 721,601 552,413,206 122,958,465 24,275,962 344,262 146,3911,165 405,521,041 182,417,892

Furniture & Fixture 76,096,501 508,322 2,826,395 73,778,428 24,698,144 4,754,643 1,216,388 28,256,399 45,542,028 51,393,357

Vehicles 26,889,673 1,287,744 902,942 27,774,475 12,573.534 2,616,564 446,325 14,743,773 12,530,702 14,316,140

Office Equipment’s 5,343,558 723,300 50,000 6,016,858 4,327,322 936.595 50,000 5,213,917 802,942 L016,235

Total Tangible Assets 1,034,665,677 498,215,348 6,952,250 1,525,928,775 203,040,874 4 0 , 3 9 0 , 5 3 6 2,608,766 240,822,643 1,285,106,133 831,624,801

B. Intangible Assets:

•

Brand 72,930,746 72,930,746 40,841,213 8,022,382 48,863,600 24,067,146 32,089,528

Total Intangible Assets 72,930,746 - - 72,930,746 40,841,218 8,022,332 - 48,863,600 24,067,146 32 ,0 89 , 52 8

166

SUNDARAM MULTI PAP LIMITED NOTES FORMING FART OF FINANCIAL STATEMENTS

N O'T 'E 13 : IN VENTORI ES

As at 31st March. 2014


Raw Materials 166,882,137 174,565,055 Work-In-Progress 170,473,002 178,950,871 Finished Goods 18,610,835 79,278,958 Trading Goods 207,093,750 63,586,805 Stores !ir Spares 43,945,519 42,35 %781 Total Of Inventories .607,507.242 543,740,469

NOTE 14: TRADE RECEIVABLES




Others Unsecured, Considered Good 129,069,515 592,107,883 Total Of Trade Receivables 489,525,,745 807,570,268

NOTE 15 CASH AND CASH EQUIVALENTS



Cash-In-Hand Cash advance 3,425,008 7,063,555

Sub Total (A) 3,425,008 7,063,555 Bank Balance In Current Accounts 1,974,513 7,027,130 In Deposit Accounts 153,611 276,581 In Dividend Accounts 556,480 465,267

Sub Total (B) 2,684,604 7,76.5,979

Total Of Cash And Cash Equivalent (A) + (B) 6,109,612 14,83,533

Includes Deposit With Banks Of 153,611/- (Previous Year 276,581) With original maturity Of more than 12 months

NOTE 16 : SHORT TERM I.OANS AND ADVANCES



Loans & Advances To Related Parties Unsecured, Considered Good Loan To Subsidiary - &Class Education System Ltd. 185,977,745 123,582,836

Others Advance To Suppliers 87,333,454 96,716.224 Advance Income Tax (Net Off Provision For Tax) 2,615,191 Balance With Revenue Authorities 4,185,217 4,774,307 Prepaid Expenses 4,228,482 4,029,964 Advance To Employees 710,840 4245110 Other Advances 125,038,367 95,106,819 Total Of Short Term Loam And Advances 410,089,296 - : '324)634660

167

NOTE 17 : OTHER CURRENT ASSETS

AS at 31st Match, 2014


Dividend Receivable Interest Receivable

7,500

139,503

7,500

292,686

Total Of Other Current Assets 147,003 . 3001843

168


NOTES FORM ING PART OF FINANCIAL STATEM ENTS


NOTES FORMING PART OF FINANCIAL STATEMENTS NOTE 18: REVENUE FROM OPERATIONS

Year Ended ,31st March, 2014

Year Ended ,31st March, 2013

Sale of Products Local Sales 1,114,332,270 1,101,991,977 Trading Sales 426,881,248 702,611,548 Export Sales 29,799,658 41,330,946

1,571,013,176 1,845,934,471 Other Operating Revenues

2,000,000 1,000,000 Advertiser/lent Income

1,573,013,176 1,000,000"

Less: Excise Duty 32,151,250 31,476,945

Total Of Revenue From Operations 17. ,54D,861„92 6154,0861,926 1,815,457,526 NOTE 19 : OTHER INCOME Z

Year Ended 31st March., 2014


Dividend 7,500 7,500 Rent Received 864,000 864,000 Duty Drawback - 499,438 Exchange Fluctuation On Exports 4,527,179 3,584,378 Royally Income 1,000,000 - Profit On Sale, Of Fixed Assets (Net) 4,996,726 Miscellaneous Income 20,640 Sundry Balance Written Back - 166,330 Total Of Other Income . 6,419,319 .10,113,372

NOTE 20 : COST OF MATERIAL CONSUMED


year Ended 31st March, 2013

Raw Material. Consumed 179,565,055 191,597,282 Opening Stock

Add: Purchases 664,443,337 646,900,836 Raw Material Sales (14,973,393) Transport Inwards 20,808,271 24,604,211

849,843,270 863,102,349 Less: Closing Stock 166,882,137 179565,0.35 Total Of Cost Of Material Consumed 682,961;133 683,537,294 •

169

NOTE 21: CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRI

Year Ended 31st Ma

Year Ended 31st March 2014 March 2013

Opening Stock-Finished Goods 79,278,958 76,942,243 Opening Stock-Work In Progress 178,950,871 216,488,019 Less: Closing Stock-Finished Goods 13,610,835 79,278,958 Less: Closing Stock-Work In Progress 170,975.002 178,950,871 Total Of C hanges In in ventories Of Finished G oods And Work-rn-Progress .68,643,992 35,200,435

NOTE 22: EMPLOYMENT B ENEFIT EXPENSES

Year Ended 31st March,2014

Year Ended 31st March,2013

Salaries & Wages Contribution To Provident Fund , Gratuity And Other Funds Director’s Remuneration Staff Welfare

27,044,100 1,208,349 6,000,000 5,91,593

27,127,909 1,299,296 18,750,000 987,197

Total of Employment Benefit Expenses 34,844,042 48,164,462

NOTE 23 : FINANCE COST



Interest Expenses 165,477,994 162,159,093 Other Borrowing Costs 1,723,292 11,144,495 Less: Interest Capitalised 54,002 2,599,637

167,147,283 170,703,951

Less :-Interest Income 29,508,487 49,929,403 Total Of Financial Cost 137,338,796 120,774,518

NOTE 24 : DEPRECIATION & AMORTIZATION EXPENSES



Depreciation 40,,390,533 40,105,326

Amortisation Of Intangibles 8,022 382 8,022,382 Total Of Depreciation & Amortization Expenses 48,412,915 48,127,708

170

SUNDARAM MULTI PAP LIMITED NOTES FORMING FART OF FINANCIAL STATEMENTS


Year Ended 31st March, 2014.


Note 25 A: Manufacturing Expenses Power Arid Fuel 7,507,421 4,900,571 Job Work Expenses 12,713,717 16,931,228 Repair & Maintenance To Building 1,881,053 1,712,809 Repair & Maintenance To Machinery 2366,943 3,686,583 Security Expenses 598,573 616,319 Service Tax 686,573 591,376 Other Manufacturing Exp 193,688 394,550 Stores & Packing Material Consumed 83,990,924 66,709,514

Sub Total Note 25 A 109,938,892 95,542,950 Note 25 13: Selling & Distribution Expenses

Sales Promotion & Advertisement Expenses 2,772,313 Z540,322 Freight, Clearing & Forwarding Charges 5,935,577 8,193,342 Loading & Unloading Charges 1,443,978 1,721,065 Commission Charges 3,258,147 7,735,831 Tempo Expenses 3,078,416 2,882,520

Sub Total Note 25 II 16,488,431 23,073,086 Note 25 C: Administrative Expenses

Rent Expenses 1,753,651 2,423,624 Insurance Expenses 8,965,366 5,899,239 Rates & Taxes Expenses 435,3241 790,200 Wealth Tax 66,760 66,760 Motor Car Expenses 1,484,745 1,752,929 Travelling Expenses 1,927,178 3,348,087 Computer Maintenance 28,993 137,824 Conveyance Expenses 76,208 78,317 Postage & Courier 202,014 345,222 Legal, Professional & Consultancy Charges 4,391,500 6,551,413 Printing & Stationery 545,752 695,147 Auditors Remuneration (Refer Note - 29) 2„096,068 1,825,850 Donation 837,743 480,250 Amalgamation Expenses - 933 ,784 Electricity Expenses 1)031,328 1,201,565 Listing & Registration Fees 367,942 554,183 Loss on Sale Of Fixed Assets (Net) 1,675,0,42 - Subscription Charges 33,804 135,904 Sundry Balance W/Off 2,672,267 17,188 Telephone Expenses

Loss On Forex Derivatives

828,698 1,018,782

578,256 Sundry Expenses 239,979 222,756

Sub Total Note 25 C 29,660,358 32,056,380 Total of Other Expenses (Note 25A+25B+25C)

156,087,681 150,672,415

171


Notes forming part of financial Statements for the year ended 31,t March, 2014

Note 26

Contingent Liability: NIL (P.Y. NIL)

Note 27

In the opinion of the management, current assets, loans, advances and deposits are

approximately of the value stated, if realized in the ordinary course of business. The provision of all

known liabilities is adequate and not in excess of the amount reasonably necessary.

Note 28

Balances of certain trade receivables, trade payables and loans and advances are subject to

confirmations / reconciliation and consequential adjustments, if any. The management does not expect

any material variation affecting the current year's financial statements on account of such reconciliation /

adjustments.

Note 29

Auditors Remuneration:

(Amount in Rs)


Audit fees 650,000/- 550,000/-

fax Audit fees 180,000/- 175,000/ -

Income Tax Matters 1,250,000/- 955,060/-

Others 16,068/- 145,790/-

Total 2,096,068/- 1.$25,850/-

172

Note 30

Disclosure under MSMED Act, 2006:

The Company has not received any information from the "suppliers" regarding their status under the

Micro Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating

to the amounts as at year end together with interest paid / payable as required under the said ad have

not been given.

Note 31

Employee Benefits: - Gratuity

The principal actuarial valuation assumptions used as at the balance sheet date by Life Insurance

Corporation of India are as under;

1) Valuation Dale 31st March, 2014

2) Valuation Method Projected Unit Credit Method

3) Mortality Rate LIC (1994-96) Ultimate

4) Withdrawal Rate 1% to 3% depending on age 5) Discount Rate 8% p.a.

6) Salary Escalation 8%

Note 32

Segment Reporting:

Primary Segment (Business):

The Company operates in single business segment of manufacture and sale of exercise note books

and paper. Hence, further disclosure required as per Accounting Standard AS-17 "Segment

Reporting" is not given.

173

Note 33

Related Party Disclosures:

a) List of related parties with whom the company has entered into transactions during the

year in the ordinary course of business:

Relationship Name Nature

Wholly owned Subsidiary E Class Education System Limited Company

Key Management Personnel

(KMP)

Mr. Amrut P. Shah Chairman & Managing Director

Mr. Shantilal P. Shah Whole-time Director

Mr. Hasmukh A. Gada Whole-time Director

Enterprise over which KMP

are able to exercise

significant influence

Sundaram Bio-Tech Pvt Ltd Company

Relatives of KMP Mr. Raichand P. Shah Brother of Amrut P.

Shah&Shantilal P. Shah

Mrs. Nayna S. Shah Wife of Shantilal P. Shah

Mrs. Virnala A. Shah Wife of Amrut P. Shah

b) Transactions with Related Parties: Amount in Particulars Wholly

Owned Subsidiary

104P Relatives of KMP

Loan Given to E Class Education System Ltd 139,719,074/ - -

(111,226,939)/- (-) (-)

Repayment of Loan Given to E Class 77,324,165/- - - Education System Lid (101218,681)/- (-) -

Interest charged on Loan Given to E Class 23,009,388/- - - Education System Ltd (23,307,373)/- (-) (-)

174


Subsidiary

, KMP Relatives of KMP

Loan Taken -

(-)

106,939,028/-

(93,217,071)/-

-

(-) Details are as under: 79,619,835/-

Mr. Amrut P. Shah (66,172,093)/-

14,819,193/- Mr. Shantilal P. Shah

(24,715,735)/- Mr. Hasmukh A. Gada 12,500,000/-

(2,329,243)/-

Repayment of Loan taken 113,828,770/- (-) (46,135,073)/- (-)

Details are as under: 94,2719017

Mr. Amrut P. Shah (34,426,361)/- 19,555,869/-

Mr. Shantilal P. Shah (9,533,798)/- NIL

Mr. Hasmukh A. Gada (2,174,914)/-

Remuneration 60,00,000/- 400,000/- (21,000,000)/- (2,400,000)/-

Details are as under: 2,000,000/-

Mr. Amrut P. Shah (12,000,000)/- - 1,000,000/-

Mr. Shantilal P. Shah (6,000,000)/- 3,000,000/-

Mr. Hasmukh A. Gada (3,000,000)/-

M r. Raichand P. Shah 400,000/- (2,400,000)/-

Rent Paid to 189,000/-

Mrs. NaynaS.Shah (-) (-) (324,000)/-

Interest Paid to Mr. Hasmukh A. Cada - 201,370 -

(-) (-) (-)

Figures in bracket reflects previous year's amount

175

c) Outstanding Balances of Related Parties: Amount in Rs

Particulars Wholly Owned Subsid iary

KMP Enterprise over which KMP are able to exercise signif icant in fluence

Rela tives of KMP

Recoverable 185,977,745/- (123,582,836)/-

- (-)

3000/- (3000)/-

- -

Payables ( -) ( -)

40 ,040,035/- (47,088,463)

- -

1,560,277 (395 ,765)

Investments 150,000,000/- (150,000,000)/-

- (-)

- -

- ( -)

Figures in bracket reflects previous year’s amount.

Note 34 Computation of Basic and Diluted Earnings per share:


Net Profit After Tax available to equity shareholders (in Rs) 1 ,02 5 ,137 45,513,082/- Number of Equity Shares (in nos.) 215,605,773 215,605,773/-

Basic and diluted earnings per share (Face Value Re 1/-) (in Re) 0.01 0.21

Note 35

a) Details of Sales value of Products:

Particular Sale Value

Rs Current Year Previous Year

Class of goods

Exercise Books 1,053,538,884/- 1,061,991,547/-

Paper 58,441,794/- 49 ,8 54, 4317-

Trading 426,881,2487- 702,611,548/-

Total 1,538,861,926/- 1,814,457,526k

The above figures are -net of excise duty of Rs 32,151,250/- (P.Y. Rs 31,476,945/-)

176

b) Details of opening & closing stock of Finished Goods:

Class of Goods Opening S tock ( in Rs) Closing Stock (in Rs)

Current Year Previous Year Current Year Previous Year

Exercise Books 77,077,5607- 74,421,334/- 17,798,2427- 77,077,560/-

Paper 2,201,398/- 2520,910/- 812,5937- 2,201,398/-

Trading of Copier 63,586,805/-

P a p er & Ot h er s

13,711,952/-

207093,730/- 63,586,805/-

Total 142,865,763/- 90,654,196/- 225,704,585/- 142,865,7637-



Current Year Previous Year Current Year Previous Year

Exercise Books 163,150,611/- 176,807,400/- 151,836,0187- 163,150,611/-

Paper 15,800,260/- 39,680,619/- 19,138,97 47- 15,800,260/-

Total 178,950,871/- 216,488,019/- 170,975,002/- 178,950,871/-

177

Note 36



Amount

Rs

% Amount

Rs

%

Raw Materials

(Paper & Paper Boards)

( i ) Im por t ed ( i i) Ind igen ou s

4,990,828/-677,970,305i-

0.77%

99.23%

12,521,453/-

871015,841/-

1.83%

98.17%

Total 682,961,133/- 100.00% 683,537,294/- 100.00%

178

For and on behalf of the Board

ut P. Shah Shantilal P.Shah

Chairman & Managing Director Whole-time Director

Hasmukh A. Dada Whole-time Director

Note 37

Earnings & Expenditure in Foreign Currency:

Amount in Rs

Particulars Current Year _

Previous Year

F.O.B. Value of Exports 29,438,630/- 39,393,254/-

C.I.F Value of Imports:

Raw Materials 4,990,828/- 3,942,558/-

Expenditure:

Traveling Expenses 470,900/- 660,127/-

Note 38 During the year, operations of Paper Mill at Nagpur were temporarily suspended by the

company.

Note 39

Previous year figures have been re-grouped/re-classified wherever considered necessary to

compare with current year figures.


For Bhuta Shah & Co, Chartered Accountants Firm Reg-n. No. 101474W

CA Mitesh Kothari

Partner

Membership No. 110822

Mumbai, 24th May, 2014

179

BOARD OF DIRECTORS

Sundaram Multi Pap Limited is a professionally managed organization. The Company functions under the control of a Board of Directors. The day to day matters are looked after by qualified key personnel, under the supervision of the Managing Director.

Name, Fathers’ name Designation, Status, Experience, Occupation, Address

Age (In Years)

Qualifications DIN Date of expiration of current term of office

Mr. AMRUT PREMJI SHAH,

(S/o: Mr. Premji Bhimshi Shah)

Designation: Chairman & Managing Director

Status: Married

Experience: More than 30 years

Occupation: Business

Address: 502, 5th

Prangan, Malviya Road, Vile Parle (E), Mumbai- 400 057

55 Years

Under Graduate

00033120 31st March, 2018

Mr. SHANTILAL PREMJI SHAH,

(S/o: Mr. Premji Bhimshi Shah)

Designation: Whole-time Director

Status: Married

Experience: More than 20 years


Address: 302, Saarthi, Hanuman Road, Vile Parle (E), Mumbai- 400 057

45 years

Under Graduate

00033182 31st March, 2018

Mr. MANIKANDAM PARAMESHWARAM KAMMENCHERY,

(S/o: Parameshwaram Kammenchery)

Designation: Independent Director

57 Years

Under Graduate

03323385 29th September, 2019

180

Status: Married

Experience: more than 20 years


Address: Shree, Plot No. -17, Tembhode Road, Behind Renuka Complex, Palghar, Thane - 401404

Mr. KAUSHAL RAJESH SHETH

(S/o: Mr. Rajesh Gulabrai Sheth)


Status: Single


Occupation: Self-employed

Address: H1-C 403, Trimurti CHS Ltd, Mhada Colony, Laxmi Nagar, Ghatkopar(East) Mumbai - 400077

30 years

Commerce Graduate

06949468 29th September, 2019

Mr. MINJAL VIPUL KADAKIA

(S/o: Vipul Babulal Kadakia)


Status: Single


Occupation: Service

Address: Niraj CHS Ltd, Flat No. 16, 4th Floor, 70 Walkeshwar Road, Mumbai - 400006

36 years

Post Graduate 07135977

29th March, 2020

181

35

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the Company’s audited financial statements as of and for the years ended March 31, 2014, 2015 and 2016, prepared in accordance with the Companies Act and Indian GAAP.

Unless indicated otherwise, the financial data in this section is derived from the Company’s audited financial statements prepared in accordance with Indian GAAP. The Company’s FY year ends on March 31 of each year, so all references to a particular FY year are to the 12 month period ended March 31 of that year. This discussion contains forward-looking statements that involve risks and uncertainties. The actual results may differ from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Preliminary Placement Document.

OVERVIEW OF THE BUSINESS OF THE COMPANY

Sundaram multi pap ltd was incorporated on 13th March, 1995 with the Registrar of Companies, Maharashtra, at Mumbai and the Certificate of Commencement of Business was obtained on 10th April, 1995 in the area of manufacturing of stationery products. Sundaram Multi Pap Limited designs, manufactures and markets paper stationery products – exercise note books, long books, note pads, scrap books, drawing books, graph books - for students of all ages, as well as office/ corporate stationery products and printing, writing & packaging paper.

We have over 190 varieties of paper stationery products under the brand “Sundaram” which are very popular among the student communities and enjoy very high reputation in the market for its superb quality and durability.

At the start of the Company in the year 1995, we had a capacity of 5 tons per day of conversion of paper into paper stationery, which was increased to 60 tons per day as of now which is also considering 75% utilisation of the machinery.

With the strong brand and market penetration we are present in pan Maharashtra and are number one brand among consumers today.

During the FY 2015-16, the company reported net sales of Rs 9602.13 Lacs with profit after tax of Rs (641.22) Lacs as compared to Rs 8330.25 Lacs and Rs. (1674.65) Lacs respectively during the corresponding period based on the restated financial statements of the Company.

i. FACTORS AFFECTING THE COMPANY’S RESULTS OF OPERATIONS

The financial condition of the Company and its results of operations are affected by numerous factors including the following:

General economic and business conditions:

The demand for the Company’s products and its business is dependent on general economic conditions in India and, may be affected if there are changes in business conditions in the country. In the era of globalization and cut throat competition, the Indian Industry is facing hurdles, which depend upon the following factors:

Other Factors: The Company’s results of operations are dependent upon its success in managing its manpower. The Company has to schedule out manufacturing process and procurements according to delivery schedule of its customers. Any change in schedule may affect its operation in the short run.

Cost of funds: Another important problem that is hampering the India's competitiveness is the cost of funds available for promoting new projects. The higher cost of funds increases the required rate of return of projects, which consequently impedes further investment in any projects. Lending rates in India continue to be still higher in comparison to the international markets. Interest rate is mainly a function of two factors namely underlying liquidity and policies of the RBI, which in turn is influenced by trends in international rates, external sector

182

scenario and inflation rate. Key factors influencing results of operations Several factors influence the Company’s results of operations, financial condition and cash flow significantly. The key factors affecting its operations include:

1. New competitive businesses. 2. Government Regulations and Policies. 3. Any slowdown in the economic growth. 4. Technology Up gradation.

SUMMARY AND COMPARISION OF SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE OF THE COMPANY

Amount in lacs

PARTICULARS 2015-16

2014-15

Increase/ Decrease%

2014-15

2013-14

Increase/ Decrease%

INCOME Revenue from

Operations 9847.28 8483.12 16.08 8483.12 15617.25 (45.68) Other Operating

Revenue 5.55 9.00 (38.33) 9.00 20.00 (55) TOTAL SALES 9852.83 8492.12 16.02 8492.12 15637.25 (45.69) Other Income 27.41 20.52 33.51 20.52 64.19 (68.02)

TOTAL INCOME 9880.24 8512.64 16.07 8512.64 15701.44 (45.78)

EXPENDITURE Cost Of Material

Consumed 6049.95 5986.55 1.05 5986.55 6880.53 (62.45) Purchase of Stock-in-

trade 191.52 2086.37 (90.82) 2086.37 4122.47 (49.39) Change in inventories

of finished goods, work-in-progress and

stock-in-trade 1231.89 (1139.02) 208.15 (1139.02) 686.44 (52.14) Employees benefit

expenses 373.45 429.88 (13.12) 429.88 472.12 (8.94) Finance Cost 1219.04 1605.77 (24.08) 1605.77 1710.19 (6.10)

Depreciation & Amortization expenses 398.85 529.04 (24.60) 529.04 691.49 (23.49)

Other expenses 743.95 1014.74 (26.68) 1014.74 1739.08 (41.65) TOTAL EXPENDITURE 10208.65 10513.34 (2.89) 10513.34 16302.32 (35.51)

Exceptional Items (688.71) (340.30) 102.38 (340.30) ---- ---- Profit before Tax (1017.13) (2341) 56.55 (2341) (600.88) 289.60 Provision for Tax (1.37) (74.16) 98.15 (74.16) (14.21) 421.88 Profit after Tax (871.76) (2266.83) 61.54 (2266.83) (358.77) 531.83

183

COMPARISON OF FIGURES OF THE MAJOR HEADS OF THE PROFIT AND LOSS STATEMENT, INCLUDING AN ANALYSIS OF REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE Comparison of Fiscal 2016 to Fiscal 2015 Total Income Total Income increased by 16.07% in FY 2016 from Rs. 9880.24 Lacs from Rs. 8512.65 Lacs over the same period in the previous year. Total Expenditure Total Expenses during FY 2016 increased by18.87% in FY 2016 to Rs. 10017.13 Lacs from Rs. 8426.96 Lacs over the same period in the previous year. Total Sales Total Sales during FY 2016 increased by 16.02% in FY 2016 from Rs. 9852.83 Lacs from Rs.8492.12 Lacs over the same period in the previous year. Revenue from Operations Revenue from operating income increased by 16.08% in FY 2016 to Rs.9847.28 Lacs from Rs.8483.12 Lacs over the same period in the previous year. Other Operating Income Other operating income decreased by 38.33% in FY 2016 to Rs.5.55 Lacs from Rs.9.00 Lacs over the same period in the previous year. Other income Other income as a percentage of total income has increased from 33.51% in FY 2016 to Rs. 27.41 Lacs from Rs.20.53 Lacs over the same period in the previous year. Purchase of Stock-in-trade Purchase of Stock-in-trade decreased by 90.82% in FY 2016 to Rs.191.52 Lacs from Rs.2086.37 Lacs over the same period in the previous year. Change in inventories of finished goods, work-in-progress and Stock in trade Change in inventories of finished goods, work-in-progress and Stock in trade decreased by 208.15% in FY 2016 to Rs.1231.87 Lacs from Rs.(1139.02) Lacs over the same period in the previous year. Employees Benefit Expenses Employees Benefit expenses decreased by 13.12 % in FY 2016 to Rs.373.45 Lacs from Rs.429.89 Lacs over the same period in the previous year. Finance Cost Finance Cost decreased by 24.08 % in FY 2016 to Rs.1219.03 Lacs from Rs.1605.78 Lacs over the same period in the previous year. Depreciation and Amortization Expenses Depreciation and Amortisation expenses decreased by 24.60 % in FY 2016 to Rs.398.85 Lacs from Rs.529.04 Lacs over the same period in the previous year.

184

Other Expenses Other Expenses decreased by 26.68 % in FY 2016 to Rs.743.95 Lacs from Rs. 1014.74 Lacs over the same period in the previous year. Profits Before Tax Profits before tax increased by 56.55 % in FY 2016 to Rs. (1017.12) Lacs from Rs.(2341) Lacs over the same period in the previous year. Profits After Tax Profits after tax increased by 61.54% in FY 2016 to Rs.(871.76) Lacs from Rs.(2266.84) Lacs over the same period in the previous year. Comparison of Fiscal 2015 to Fiscal 2014 Total Income Total Income decreased by 45.78% in FY 2015 from Rs. 8512.65 Lacs from Rs.15701.44 Lacs over the same period in the previous year. Total Expenditure Total Expenses decreased by 35.51% in FY 2015 from Rs. 10513.34 Lacs from Rs.16302.32 Lacs over the same period in the previous year. Total Sales Total Sales decreased by 45.69% in FY 2015 from Rs. 8492.12 Lacs from Rs.15637.25 Lacs over the same period in the previous year. Revenue from Operations Revenue from operating income decreased by 45.68% in FY 2015 to Rs.8483.12 Lacs from Rs.15617.25 Lacs over the same period in the previous year. Other Operating Income Other operating income decreased by 55% in FY 2015 to Rs.9.00 Lacs from Rs.20.00 Lacs over the same period in the previous year. Other income Other income as a percentage of total income has decreased from 68.02% in FY 2015 to Rs.20.53 Lacs from Rs.64.19 Lacs over the same period in the previous year. Purchase of Stock-in-trade Purchase of Stock-in-trade decreased by 62.45% in FY 2015 to Rs.2086.37 Lacs from Rs.5557.54 Lacs over the same period in the previous year. Change in inventories of finished goods, work-in-progress and Stock in trade Change in inventories of finished goods, work-in-progress and Stock in trade decreased by 52.14% in FY 2015 to Rs.(1139.02) Lacs from Rs.748.62 Lacs over the same period in the previous year. Employees Benefit Expenses Employees Benefit expenses decreased by 8.94 % in FY 2015 to Rs.429.89 Lacs from Rs.472.11 Lacs over the same period in the previous year. Finance Cost Finance Cost increased by 6.10 % in FY 2015 to Rs.1605.78 Lacs from Rs.1710.17 Lacs over the same period in the previous year.

185

7878

79

Depreciation and Amortization Expenses Depreciation and Amortisation expenses decreased by 23.49% in FY 2015 to Rs.529.04 Lacs from Rs.691.48 Lacs over the same period in the previous year. Other Expenses Other Expenses decreased by 41.65% in FY 2015 to Rs.1014.74 Lacs from Rs.1739.08 Lacs over the same period in the previous year. Profits Before Tax Profits before tax decreased by 289.60% in FY 2015 to Rs.(2341) Lacs from Rs. (600.87) Lacs over the same period in the previous year. Profits After Tax Profits after tax decreased by 531.83% in FY 2015 to Rs.(2266.84) Lacs from Rs.(358.77) Lacs over the same period in the previous year.

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REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government and other regulatory bodies that are applicable to our business. The information detailed below has been obtained from various legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local authorities that are available in the public domain. The regulations set out below may not be exhaustive and are merely intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. The statements below are based on the current provisions of Indian law, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Labour Laws

We are required to comply with certain labour and industrial laws, which includes the Factories Act, 1948, Industries (Development and Regulation) Act, 1951, Industrial Disputes Act, 1947, the Employees’ Provident Funds and Miscellaneous Provisions Act 1952, the Minimum Wages Act, 1948, the Payment of Wages Act, 1948, the Payment of Bonus Act, 1965, Employees Compensation Act, 1923, Contract Labour (Regulation and Abolition) Act, 1970 and the Maternity benefit Act.

The Factories Act, 1948

The Factories Act, 1948, as amended (the “Factories Act”) seeks to regulate the employment of workers in factories and makes provisions for the health, safety and welfare of the workers while at work in the factory including requiring adequate maintenance of plant, systems and other places of work, and provision of adequate training and supervision. The Factories Act defines a ‘factory’ to be any premises which employs 10 or more workers on any day of the preceding 12 months and in which a manufacturing process is carried on with the aid of power, or a premises where there are at least 20 workers who are engaged in a manufacturing process without the aid of power. Each State Government has set out rules in respect of the prior submission of plans, their approval for the registration of the establishment, and licensing of factories.

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, as amended (the “EPF Act”) applies to factories employing 20 or more employees and such other establishments and industrial undertakings as notified by the GoI from time to time. The EPF Act requires all such establishments to be registered with the Regional Provident Fund Commissioner and requires the employers and their employees to contribute in equal proportion to the employees’ provident fund, the prescribed percentage of basic wages and dearness and other allowances payable to employees. The EPF Act also requires the employer to maintain registers and submit a monthly return to the State Provident Fund Commissioner.

The Industrial Disputes Act, 1947

The Industrial Disputes Act, 1947, as amended provides the procedure for investigation and settlement of industrial disputes. When a dispute exists or is apprehended, the conciliation officer may settle such dispute or the appropriate government may refer the dispute to a labour court, tribunal or arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-out while a proceeding is pending. The labour courts and tribunals may grant appropriate relief including ordering modification of contracts of employment or reinstatement of workmen.

The Minimum Wages Act, 1948

The Minimum Wages Act, 1948, as amended provides a framework for State Governments to stipulate the minimum wage applicable to a particular industry. The minimum wage may consist of a basic rate of wages and a special allowance, or a basic rate of wages and the cash value of concessions in respect of supplies of essential commodities, or an all-inclusive rate allowing for the basic rate, the cost of living allowance and the cash value of the concessions, if any. Workmen are to be paid for overtime at overtime rates stipulated by the appropriate government.

The Payment of Wages Act, 1936 The Payment of Wages Act, 1936, as amended (the “Payment of Wages Act”) is applicable to factories and industrial or other establishments where the monthly wages payable are less than Rs 6,500. The Payment of Wages Act inter alia seeks to regulate the payment of wages in terms of the duration of employment (work hours, overtime wages, and holidays), quantum of wages including overtime wages, deductions from wages, of certain classes of employed persons. The Payment of Wages Act also regulates minimum wages to be fixed by the appropriate governments for the employees, bonus entitlements, disbursements of wages by the employers within the stipulated time frame without unauthorized deductions, etc.

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The Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965, as amended provides for payment of minimum bonus to factory employees and every other establishment in which 20 or more persons are employed and requires maintenance of certain books and registers and filing of monthly returns showing computation of allocable surplus, set on and set off of allocable surplus and bonus due. The minimum bonus to be paid to each employee is the higher of 8.33% of the annual salary or wage or Rs. 100, whichever is higher.

The Employee’s Compensation Act, 1923

The Employee’s Compensation Act, 1923, as amended provides that if personal injury is caused to a workman by accident during employment, his employer would be liable to pay him compensation. However, no compensation is required to be paid if the injury did not disable the workman for more than three days or the workman was at the time of injury under the influence of drugs or alcohol, or the workman willfully disobeyed safety rules. Where death results from the injury, the workman is liable to be paid the higher of 50% of the monthly wages multiplied by the prescribed relevant factor (which bears an inverse ratio to the age of the affected workman) or Rs. 50,000. Where permanent total disablement results from injury, the workman is to be paid the higher of 60% of the monthly wages multiplied by the prescribed relevant factor or Rs. 60,000. The maximum wage which is considered for the purposes of reckoning the compensation is Rs. 4,000.

The Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA Act”) requires companies employing 20 or more contract labourers to be registered as a principal employer and prescribes certain obligations with respect to welfare and health of contract labourers. Under the CLRA Act, both the principal employer and the contractor are to be registered with the registering officer. The CLRA Act imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period.

The Maternity Benefit Act, 1961

The Maternity Benefit Act, 1961, as amended (the “Maternity Benefit Act”) provides that a woman who has worked for at least 80 days in the 12 months preceding her expected date of delivery, is eligible for maternity benefits. Under the Maternity Benefit Act, a woman working in a factory may take leave for six weeks immediately preceding her scheduled date of delivery and for this period of absence she must be paid maternity benefit at the rate of the average daily wage. The maximum period during which a woman shall be paid maternity benefit is 12 weeks. Women entitled to maternity benefit are also entitled to a medical bonus of Rupees 2,500, if no prenatal and post-natal care has been provided free of charge by the employer.

The Industries (Development and Regulation) Act, 1951

The Industries (Development and Regulation) Act, 1951 (the “IDR Act”) Act provides for the development and regulation of specified industrial undertakings. The IDR Act has been liberalized under the New Industrial Policy dated July 24, 1991, and all industrial undertakings are exempt from licensing except for certain industries such as distillation and brewing of alcoholic drinks, cigars and cigarettes of tobacco and manufactured tobacco substitutes, all types of electronic aerospace and defense equipment, industrial explosives including detonating fuses, safety fuses, gun powder, nitrocellulose and matches and hazardous chemicals and those reserved for the small scale sector. Environmental Laws

The Environment (Protection) Act, 1986

The Environment (Protection) Act, 1986 (the “EPA”) is an umbrella legislation designed to provide a framework for the Government to co-ordinate the activities of various central and state authorities established under other laws, such as the Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and the Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”). The EPA vests the Government with various powers including the power to formulate rules prescribing standards for emission of discharge of environment pollutants from various sources, as given under the Environment (Protection) Rules, 1986, inspection of any premises, plant, equipment, machinery, and examination of processes and materials likely to cause pollution.

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The Water Act

The Water Act requires a person to obtain the consent of the relevant central or state pollution control board, which is empowered to establish standards and conditions for establishing any industry, operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of sewage or new discharge of sewage.

The Air Act

The Air Act requires any person establishing or operating any industrial plant within an air pollution control area to obtain the prior consent of the relevant central or state pollution control board. Further, no person operating any industrial plant in any air pollution control area is permitted to discharge any air pollutant in excess of emission standards prescribed

by the relevant pollution control board.

The Hazardous Wastes (Management Handling and Trans boundary Movement) Rules, 2008

The Hazardous Wastes (Management Handling and Trans boundary Movement) Rules, 2008 require every occupier and operator of a facility generating hazardous waste to obtain prior approval from the relevant central or state pollution control board. The occupier, the transporter and the operator are liable for damage to the environment resulting from improper handling and disposal of hazardous waste. The operator and the occupier are liable for any fine that may be levied by the relevant pollution control board.

The Public Liability Insurance Act, 1991

The Public Liability Insurance Act, 1991 (the “PLI Act”) imposes liability on the owner or controller of hazardous substances for any damage arising out of an accident involving such hazardous substances. A list of ‘hazardous substances’ covered by the legislation has been notified under the PLI Act. The owner or handler is also required to take out an insurance policy insuring against liability under the PLI Act.

Taxation Laws

The Central Sales Tax Act, 1956

The Central Sales Tax Act, 1956 (“Central Sales Tax Act”), as amended, formulates principles for determining (a) when a sale or purchase takes place in the course of inter-state trade or commerce; (b) when a sale or purchase takes place outside a State and (c) when a sale or purchase takes place in the course of imports into or export from India. The Central Sales Tax Act provides for levy, collection and distribution of taxes on sales of goods in the course of inter-state trade or commerce and also declares certain goods to be of special importance in inter-state trade or commerce and specifies the restrictions and conditions to which state laws imposing taxes on sale or purchase of such goods of special importance (called as declared goods) shall be subject. Central sales tax is levied on interstate sale of goods. Sale is considered to be inter-state when (a) sale occasions movement of goods from one state to another or (b) is effected by transfer of documents during their movement from one state to another. Central sales tax is payable in the state from which movement of goods commences (that is, from which goods are sold). The tax collected is retained by the state in which it is collected. The Central Sales Tax Act is administered by sales tax authorities of each State. The liability to pay tax is on the dealer, who may or may not collect it from the buyer. Value Added Tax (“VAT”) is a tax on the final consumption of goods or services and is ultimately borne by the consumer. The term ‘value addition’ implies the increase in value of goods and services at each stage of production or transfer of goods and services. It is a multi-stage tax with the provision to allow input tax credit on tax at an earlier stage, which can be appropriated against the VAT liability on subsequent sale. This input tax credit in relation to any period means setting off the amount of input tax by a registered dealer against the amount of his output tax. The VAT liability of the dealer/manufacturer is calculated by deducting input tax credit from tax collected on sales during the payment period. If the tax credit exceeds the tax payable on sales in a month, the excess credit will be carried over to the end of next fiscal year. If there is any excess unadjusted input tax credit at the end of second year, then the same will be eligible for refund. VAT is basically a state subject, derived from Entry 54 of the State List, for which the states are sovereign in taking decisions.

Fiscal Regulations

Foreign Trade (Development and Regulation) Act, 1992

The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) seeks to increase foreign trade by regulating imports and exports to and from India. The FTA read with the Indian Foreign Trade Policy, 2015 -20 provides that a person or company can make no exports or imports without having obtained an importer exporter code number unless such

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person or company is specifically exempt. An application for an importer exporter code number has to be made to the Office of the Joint Director General of Foreign Trade, Ministry of Commerce. An importer-exporter code number allotted to an applicant is valid for all its branches, divisions, units and factories.

Intellectual Property Laws

The Trade Marks Act, 1999

The Trade Marks Act, 1999 which came into force on December 30, 1999 governs the law pertaining to trade marks in India. A trade mark is essentially any mark capable of being represented graphically and distinguishing goods or services of one person from those of others and includes a device, brand, heading, label, ticket, name, signature, word, letter, numeral, shape of goods, packaging or combination of colors or combination thereof. In India, trademarks enjoy protection under both statutory and common law. Indian trademarks law permits the registration of trademarks for goods and services. Certification trademarks and collective marks can also be registered under the Trademark Act.

The Patents Act, 1970

The Patents Act, 1970 governs the patent regime in India. India is a signatory to the trade related agreement on Intellectual Property Rights; India recognizes both product as well as process patents. The new regime provides for:

Patent protection period of 20 years; Patent protections allowed on imported products; and

Under certain circumstances, the burden of proof in case of infringement of process patents may be transferred to the alleged infringer.An application for a patent can be filed in any of the 4 patent offices in India.

Others

Shops and Establishments legislations in various states

The provisions of various Shops and Establishments legislations, as applicable in the states in which establishments are set up, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work. Foreign Investment Regulations

Foreign investment in Indian securities is governed by the provisions of the FEMA read with the applicable FEMA Regulations and the extant consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government. Foreign investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the approval route, depending upon the sector in which foreign investment is sought to be made. Under the current consolidated FDI Policy, effective from May 12, 2015, issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government (the “Consolidated FDI Policy”), which consolidates the policy framework on FDI, up to 100% FDI through the automatic route is permitted in sectors and activities not specifically restricted under the Consolidated FDI Policy. Therefore, our business is not subject to sectoral investment limits enumerated under the Consolidated FDI Policy.

Sale of Goods Act, 1930

The Sale of Goods Act, 1930 (“Sale of Goods Act”) governs the contracts relating to sale of goods. The contracts for sale of goods are subject to the general principles of the law relating to contracts. The Sale of Goods Act is complimentary to the Indian Contract Act, 1872, and the un-repealed provisions of the Indian Contract Act, 1872, save in so far as they are inconsistent with the express provisions of the Sale of Goods Act, continue to apply to contracts for the sale of goods. A contract of sale may be an absolute one or based on certain conditions. The Sale of Goods Act contains provisions in relation to the essential aspects of such contracts, including the transfer of ownership of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied under a contract for sale of goods.

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SECURITIES MARKET IN INDIA

The information in this section has been extracted from publicly available documents from various sources, including officially prepared materials from the SEBI, the Stock Exchanges, and has not been prepared or independently verified by us, the Lead Manager, or any of our respective affiliates or advisers.

The Indian Securities Market

India has a long history of organized securities trading. In 1875, the first stock exchange was established in Mumbai. The Stock Exchanges together hold a dominant position among the stock exchanges in terms of the number of listed companies, market capitalization and trading activity.

Stock Exchange Regulation

Indian stock exchanges are regulated primarily by the SEBI, as well as by the Central Government acting through the Ministry of Finance, Capital Markets Division, under the SCRA, SCRR, SEBI Act, the Depositories Act, the Companies Act, and various other rules and regulations framed thereunder. On June 20, 2012, the SEBI, in exercise of its powers under the SCRA and the SEBI Act, notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (the “SCR (SECC) Rules”), which regulate, inter alia, the recognition, ownership and internal governance of stock exchanges and clearing corporations in India together with providing for minimum capitalization requirements for stock exchanges. The SCRA, the SCRR and the SCR (SECC) Rules along with various rules, byelaws and regulations of the respective stock exchanges, regulate the recognition of stock exchanges, the qualifications for membership thereof and the manner in which contracts are entered into and enforced between members.

The SEBI Act, under which the SEBI was established by the Central Government, granted powers to the SEBI to promote, develop and regulate the Indian securities markets, including stock exchanges and other financial intermediaries in the capital markets, to protect the interests of investors, to promote and monitor self-regulatory organizations, to prohibit fraudulent and unfair trade practices and insider trading and to regulate substantial acquisitions of shares and takeovers of companies. The SEBI has also issued regulations concerning disclosure requirements by listed and to-be listed companies, rules and regulations concerning investor protection, insider trading, substantial acquisition of shares and takeovers of companies, buyback of securities, delisting of securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, Mutual Funds, FIIs, FPIs, credit rating agencies and other capital market participants. Listing

The listing of securities on stock exchanges in India is regulated by the applicable Indian laws including the ICDR Regulations, Companies Act, the SCRA, the SCRR, the Listing Regulations, the SEBI Act and various guidelines and regulations issued by the SEBI. Under the SCRA and the SCRR, the governing body of each stock exchange is empowered to suspend or withdraw admission to trading of or dealing in a listed security for breach by a listed company of any of the conditions of admission to dealings or for any other reason, subject to such company receiving prior notice of such intent of the stock exchange and upon granting of a hearing in the matter. The SEBI has the power to vary or veto the decision of the stock exchange in this regard. The SEBI also has the power to amend the byelaws of the stock exchanges.

Disclosures under the Companies Act, 2013 and Listing Regulations

Public listed companies are required under the Companies Act, 2013 and the Listing Regulations to prepare, file with the registrar of companies and circulate to their shareholders audited annual accounts which comply with the disclosure requirements and regulations governing their manner of presentation and which include sections relating to corporate governance under the Companies Act, 2013, related party transactions and management’s discussion and analysis as required under Listing Regulations. In addition, a listed company is subject to continuing disclosure requirements pursuant to the terms of the Listing Regulations.

Delisting of Securities

The SEBI has, pursuant to a notification dated June 10, 2009, notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, in relation to the voluntary and compulsory delisting of securities from the stock exchanges. In addition, certain amendments to the SCRR have also been notified in relation to delisting. Minimum Level of Public Shareholding

Pursuant to an amendment of the SCRR, all listed companies (except public sector undertakings) are required to maintain a minimum public shareholding of 25%. We are in compliance with the minimum public shareholding requirement. Where the public shareholding in a listed company falls below 25% at any time, such company is required to bring the public shareholding to 25% within a maximum period of twelve months from the date of such fall in the manner specified by the SEBI.

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Index-Based Market-Wide Circuit Breaker System

In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to apply daily circuit breakers, which do not allow transactions beyond a certain level of price volatility. The index-based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index movement, at 10%, 15% and 20%. These circuit breakers, when triggered, bring about a coordinated trading halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered by movement of either the SENSEX of the BSE or the S&P CNX NIFTY of the NSE, whichever is breached earlier. In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise price bands. However, no price bands are applicable on scrips on which derivative products are available or scrips included in indices.

NSE The National Stock Exchange (NSE) is India's leading stock exchange covering various cities and towns across the country. NSE was set up by leading institutions to provide a modern, fully automated screen-based trading system with national reach. The Exchange has brought about unparalleled transparency, speed & efficiency, safety and market integrity. It has set up facilities that serve as a model for the securities industry in terms of systems, practices and procedures. BSE

Established in 1875, the BSE is the oldest stock exchange in India. In 1956, it became the first stock exchange in India to obtain permanent recognition from the Government under the SCRA. It has evolved over the years into its present status as one of the premier stock exchanges of India.

Internet-Based Securities Trading and Services

The SEBI approved internet trading in January 2000. Internet trading takes place through order routing systems, which route client orders to exchange trading systems for execution. This permits clients throughout the country to trade using brokers’ internet trading systems. Stock brokers interested in providing this service are required to apply for permission to the relevant stock exchange and to comply with certain minimum conditions stipulated by the SEBI and other applicable laws. NSE became the first exchange to grant approval to its members for providing internet-based trading services. Internet trading is possible on both the ‘equities’ as well as the ‘derivatives’ segments of the NSE.

Trading Hours

Trading on both the Stock Exchanges normally occurs Monday through Friday, between 9:15 a.m. and 3:30 p.m. Indian Standard Time. The Stock Exchanges are closed on public holidays. Recently, the stock exchanges have been permitted to set their own trading hours (in cash and derivative segments) subject to the condition that (i) the trading hours are between 9 a.m. and 5 p.m.; and (ii) the stock exchange has i n place risk management system and infrastructure commensurate to the trading hours.

Trading Procedure

In order to facilitate smooth transactions, the BSE replaced its open outcry system with BSE On -line Trading (BOLT) facility in 1995. This totally automated screen based trading in securities was put into practice nationwide. This has enhanced transparency in dealings and has assisted considerably in smoothing settlement cycles and improving efficiency in back-office work. NSE also provides on-line trading facilities through a fully automated screen based trading system called ‘National Exchange for Automated Trading’ (“NEAT”), which operates on strict time/price priority besides enabling efficient trade. NEAT has provided depth in the market by enabling large number of members all over India to trade simultaneously, narrowing the spreads.

Takeover Regulations

Disclosure and mandatory open offer obligations for listed Indian companies under Indian law are governed by the Takeover Regulations i.e SEBI (SAST) Regulations, 2011, which provide specific regulations in relation to substantial acquisition of shares and takeover. Once the equity shares of a company are listed on a stock exchange in India, the provisions of the Takeover Regulations will apply to acquisitions of the company’s shares/voting rights/control. The Takeover Regulations prescribes certain thresholds or trigger points in the shareholding a person or entity has in the listed Indian company, which give rise to certain obligations on part of the acquirer. Acquisitions up to a certain threshold prescribed under the Takeover Regulations mandate specific disclosure requirements, while acquisitions crossing particular thresholds may result in the acquirer having to make an open offer of the shares of the target company.

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The Takeover Regulations also provides for the possibility of indirect acquisitions, imposing specific obligations on the acquirer in case of such indirect acquisition. Since, our Company is an Indian listed company, the provisions of the Takeover Regulations apply to our Company.

Insider Trading Regulations

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (the “Insider Trading Regulations”) have been notified by SEBI to prohibit and penalize insider trading in India. An “insider” is defined to include any person who has received or has access to unpublished price sensitive information (“UPSI”) or a “Connected Person”. A “Connected Person” includes, inter alia, any person who is or has directly or indirectly, been associated with the company in any capacity whether contractual, fiduciary or employment or has any professional or business relationship with the company whether permanent or temporary, during the six months prior to the concerned act which would allow or reasonably expect to allow access, directly or indirectly, to UPSI.

An insider is, inter alia, prohibited from trading in securities of a listed or proposed to be listed company when in possession of UPSI and to provide access to any person including other insiders to the above referred UPSI except where such communication is for legitimate purposes, performance of duties or discharge of legal obligations. UPSI shall include any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities. The board of directors of all listed companies is required to formulate and publish on the company’s website a code of procedure for fair disclosure of UPSI along with a code of conduct for its employees for compliances with the Insider Trading Regulations.

Depositories

The Depositories Act provides a legal framework for the establishment of depositories to record ownership details and effect transfers in book-entry form. Further, the SEBI framed regulations in relation to, inter alia, the formation and registration of such Depositories, the registration of Depository Participants as well as the rights and obligations of the Depository Participants, companies and beneficial owners. The depository system has significantly improved the operation of the Indian securities markets.

Derivatives (Futures and Options)

Trading in derivatives is governed by the SCRA, the SCRR and the SEBI Act. The SCRA was amended in February 2000 and derivative contracts were included within the term ‘securities’, as defined by the SCRA. Trading in derivatives in India takes place either on separate and independent derivatives exchanges or on a separate segment of an existing stock exchange.

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LEGAL PROCEEDINGS

We are, from time to time, involved in various legal proceedings in the ordinary course of business, which involve matters pertaining to, amongst others, tax, regulatory and other disputes. As on date of this Placement Document, except as disclosed hereunder, we are not involved in any material governmental, legal or arbitration proceedings or litigation and we are not aware of any pending or threatened material governmental, legal or arbitration proceedings or litigation relating to them which may have a material effect on our financial condition, the results of operations or cash flows.

Material Proceedings involving our Company

S.no Type of case Court/Tribunal where the case is pending

Brief Facts

1 Criminal Case No. 2801697/SS/15 and old No. 1198/SS/2015 between Amforge Industries Limited and Sundaram Multi Pap Ltd & Others under Section 138 read with section 141 of the Negotiable Instruments Act, 1881

Metropolitan Magistrate at Andheri, Mumbai

Sundaram Multi Pap Limited had taken an amount of Rs 2 Crore from Amforge Industries Limited by way of Inter Corporate Deposit (ICD). Sundaram Multi Pap Limited had issued 5 postdated cheques in order to secured amount of ICD. When such cheques were presented for payment, they got dishonored.

2 Company petition no. 932 of 2015 between Amforge Industries Limited and Sundaram Multi Pap Limited

Honorable High Court, Mumbai

Amforge Industries Limited filed an winding up petition before Honorable High Court, Mumbai vide petition no. 932 of 2015 under section 433,434 & 439 of the Companies Act, 1956.

2 Civil Case Company Petition No. 1181 of 2015 between M/s BT Solders (P) Limited and Sundaram Multi Pap Limited

High Court of Bombay

Sundaram Multi Pap Limited had taken an amount of Rs 50 lacs from M/s BT Solders (P) Limited by way of Inter Corporate Deposit (ICD). It was alleged that Sundaram Multi Pap Limited failed to pay a part amount of ICD along with interest.

3 Civil Judge Senior Division, Nagpur. Regular Civil Suit RCS No. 7012015 Of 2015 between M/s Floton Commodities and M/s Sundaram Multi Pap Limited

Civil Judge Senior Division, Nagpur

M/s Floton Commodities has filed a regular civil suit bearing RCS No. 7012015 before this Hon,ble Court against M/s Sundaram Multi Pap Limited for recovery of amount of Rs.21,98,357/-. That, the Floton Commodities firm carries on the business of sale and purchase of coal in the name of M/s. Floton Commodities. That, the Sundaram Multi Pap Limited has a paper unit under the name of Sundararm Mutli Pap Ltd at Village Sihora, P.O. Kanhan, Tahsit Parseoni, Distt. Nagpur. That, for the requirement of the paper unit, M/s Sundaram Multi Pap Limited approached M/s Floton Commodities for purchase of sleam coal. That, during an extended period, the M/s Sundaram Multi Pap Limited have purchased substantial amount of coal from M/s Floton Commodities amounting to Rs.22,22,227/-.

That, out of this the M/s Sundaram Multi Pap Limited paid an amount of Rs.5,11,448/- and a balance amount of Rs.17,10,779l- is outstanding.

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Material Proceedings involving our Subsidiary There is no material proceedings are pending by and against our subsidiary company as on date. Material Proceedings involving our Promoters/Directors S.no Type of case Court/Tribunal

where the case is pending

Brief Facts

1 Compliant under section 138/141/142 of Negotiable Instruments Act, 1881

M/s Kumar Share Brokers Limited (Complainant) Vs. Amrut P Shah

Chief Metropoliton Magistrate, Karkardooma Court, Delhi

A Cheque of an amount Rs 45,00,000/- issued by Mr. Amrut P Shah towards his part liability against the trade in shares and stock through the complainant got dishonored.

2 N.D.P.S Misc. Application No. 991 of 2014

Additional Session Judge, Greater Mumbai

A case relation to dishonored of cheque under section 138 of Negotiable Instruments Act, 1881.

Material Frauds

No material frauds have been committed against our Company during the last three years.

Defaults in respect of dues payable

Our Company has been fairly regular in depositing undisputed dues, including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, to the extent applicable to the Company and there are no material statutory dues outstanding and due for remittance to the statutory authorities as on March 31, 2016. Our Company has not defaulted in any deposits accepted and payment of interest or principal on any loan from any bank or financial institution and has not issued any debentures

Litigation or Legal Action against the Promoters by any Ministry, Government Department or Statutory Authority

There is no, and has been no, litigation or legal action pending or taken by any ministry or department of the Government or a statutory authority against any Promoter during the last three years immediately preceding the year of this Placement Document. Accordingly, no directions have been issued by any ministry or department or statutory authority upon conclusion of any litigation or legal action against the Promoters.

Reservations, Qualifications or Adverse Remarks by the Auditors

The audit reports of the last three financial years immediately preceding the year of circulation of this Placement Document do not contain any reservations, qualifications or adverse remarks.

Inquiries, Inspections or Investigations under the Companies Act

There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013, or any previous company law in the three years immediately preceding the year of circulation of this Placement Document in the case of the Company and its Subsidiaries. Further, there were no prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of this Placement Document.

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ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to the application, payment, Allocation and Allotment. The procedure followed in the Issue may differ from the one mentioned below, and investors are presumed to have apprised themselves of the same from our Company or the Lead Manager. Investors are advised to inform themselves of any restrictions or limitations that may be applicable to them. See the sections titled “Selling Restrictions” and “Transfer Restrictions”.

Qualified Institutions Placement

The Issue is being made to QIBs in reliance upon Section 42 of the Companies Act, 2013 read with Rule 14 of the PAS Rules, and Chapter VIII of the ICDR Regulations, through the mechanism of a QIP. Under Chapter VIII of the ICDR Regulations and Section 42 of the Companies Act, 2013, a company may Issue equity shares to QIBs subject to certain conditions including:

the Issuer has completed all allotments with respect to any offer or invitation previously mad e by it or has withdrawn

or abandoned any invitation or offer previously made by it;

the Issuer is in compliance with the minimum public shareholding requirements set out in the SCRR;

equity shares of the same class of such Issuer, which are proposed to be allotted through the QIP, are listed on a stock exchange in India that has nation-wide trading terminals for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the below-mentioned special resolution;

the shareholders of the Issuer have passed a special resolution approving such QIP. Such special resolution must

specify (a) that the allotment of securities is proposed to be made pursuant to the QIP; and (b) the relevant date;

the explanatory statement to the notice to the shareholders for convening the general meeting must disclose the basis or justification for the price (including premium, if any) at which the offer or invitation is being made;

the offer must be made through a private placement offer letter and an application form serially numbered and

addressed specifically to the QIB to whom the offer is made and is sent within 30 days of recording the names of such QIBs;

the offer must not be to more than 200 persons in a financial year. However, an offer to QIBs will not be subject to

this limit of 200 persons. Prior to circulating the private placement offer letter, the Issuer must prepare and record a list of QIBs to whom the offer will be made. The offer must be made only to such persons whose names are recorded by the Issuer prior to the invitation to subscribe;

Issuer must offer to each Allottee at least such number of the securities in the Issue which would aggregate to Rs.

20,000, calculated at the face value of the securities;

the aggregate of the proposed Issue and all previous QIPs made by the Issuer in the same financial year does not exceed five times the net worth (as defined in the ICDR Regulations) of the Issuer as per the audited balance sheet of the previous financial year; and

the offering of securities by issue of public advertisements or utilization of any media, marketing or

distribution channels or agents to inform the public about the Issue is prohibited.

At least 10% of the Equity Shares issued to QIBs must be allotted to Mutual Funds, provided that, if this portion or any part thereof to be allotted to Mutual Funds remains unsubscribed, it may be allotted to other QIBs.

Bidders are not allowed to withdraw their Bids after the Bid/Issue Closing Date.

Additionally, there is a minimum pricing requirement under the ICDR Regulations. The Floor Price shall not be less than the average of the weekly high and low of the closing prices of the related Equity Shares quoted on the stock exchange during the two weeks preceding the Relevant Date. However, a discount of up to 5% of the Floor Price is permitted in accordance with the provisions of the ICDR Regulations.

The “Relevant Date” referred to above, for the Allotment, will be the date of the meeting in which the Board or the committee of Directors duly authorized by the Board decides to open the Issue and “Stock Exchange” means the stock exchange in India on which the Equity Shares of our Company of the same class are listed and on which the highest trading volume in such Equity Shares has been recorded during the two weeks immediately preceding the Relevant Date.

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Our Company will apply for the in-principle approval of the Stock Exchange under Regulation 28(1) of the Listing Regulations for the listing of the Equity Shares on the Stock Exchange. Our Company will also deliver a copy of the Preliminary Placement Document to the Stock Exchange.

Our Company shall make the requisite filings with the ROC and the SEBI within the stipulated period as required under the Companies Act and the PAS Rules.

The Issue was authorized and approved by the Board on July 25, 2016, and approved by the Shareholders by way of their special resolution dated August 29, 2016.

The Equity Shares will be allotted within 12 months from the date of the Shareholders’ resolution approving the Issue and within 60 days from the date of receipt of subscription money from the relevant QIBs.

The Equity Shares issued pursuant to the Issue must be issued on the basis of the Preliminary Placement Document and this Placement Document that shall contain all material information including the information specified in Schedule XVIII of the ICDR Regulations and the requirements prescribed under Form PAS-4. The Preliminary Placement Document are private documents provided to only select QIBs through serially numbered copies and are required to be placed on the website of the Stock Exchanges and of our Company with a disclaimer to the effect that it is in connection with an issue to QIBs and no offer is being made to the public or to any other category of investors.

The minimum number of Allottees for the Issue shall not be less than:

Two, where the issue size is less than or equal to Rs. 250 crores; and Five, where the issue size greater than Rs. 250 crores.

No single Allottee shall be allotted more than 50% of the Issue Size. QIBs that belong to the same group or that are under common control shall be deemed to be a single Allottee. See the section titled “Issue Procedure - Application Process - Application Form”.

Securities allotted to a QIB pursuant to the Issue shall not be sold for a period of one year from the date of allotment except on the floor of a recognized stock exchange in India. Allotments made to VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to them, including in relation to lock-in requirements.

THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED, LISTED OR OTHERWISE QUALIFIED IN ANY OTHER JURISDICTION OUTSIDE INDIA AND MAY NOT BE OFFERED OR SOLD, AND BIDS MAY NOT BE MADE BY PERSONS IN ANY SUCH JURISDICTION, EXCEPT IN COMPLIANCE WITH THE APPLICABLE LAWS OF SUCH JURISDICTION.

Issue Procedure

1. Our Company and the Lead Manager shall circulate serially numbered copies of the Preliminary Placement

Document and the serially numbered Application Form, either in electronic or physical form to the QIBs and the Application Form will be specifically addressed to such QIBs. In terms of Section 42 (7) of the Companies Act, 2013 our Company shall maintain complete records of the QIBs to whom the Preliminary Placement Document, and Placement Document and the serially numbered application Form have been dispatched. Our Company shall make the requisite filings with the RoC and SEBI within the stipulated period as required under the Companies Act, 2013 and the PAS Rules.

2. UNLESS A S ER IA L L Y NUMBERED PRELIMINARY PLACEMENT DOCUMENT ALONG WITH

THE SERIALLY NUMBERED APPLICATION FORM IS ADDRESSED TO A PARTICULAR QIB, NO INVITATION TO SUBSCRIBE SHALL BE DEEMED TO HAVE BEEN MADE TO SUCH QIB. Even if such documentation were to come into the possession of any person other than the intended recipient, no offer or invitation to offer shall be deemed to have been made to such person and any application that does not comply with this requirement shall be treated as invalid.

3. Bidders shall submit Bids for, and our Company shall Issue and Allot to each Allottee at least such number of Equity

Shares which would aggregate to Rs. 20,000 calculated at the face value of the Equity Shares.

4. QIBs may submit an Application Form, during the Bid/Issue Period to the Lead Manager.

5. QIBs will be required to indicate the following in the Application Form:

name of the QIB to whom Equity Shares are to be Allotted;

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number of Equity Shares Bid for;

price at which they are agreeable to subscribe for the Equity Shares, provided that QIBs may also indicate that they

are agreeable to submit a Bid at the Cut-Off Price which shall be any price as may be determined by our Company in consultation with the Lead Manager at or above the Floor Price or the Floor Price net of such discount as approved in accordance with ICDR Regulations.

details of the Depository Participant account to which the Equity Shares should be credited; and

NOTE: Each sub-account of an FII other than a sub-account which is a foreign corporate or a foreign individual will be considered an individual QIB and separate Application Forms would be required from each such sub-account for submitting Bids.

6. Once a duly completed Application Form is submitted by a Bidder, such Application Form constitutes an irrevocable

offer and cannot be withdrawn after the Bid/Issue Closing Date. The Bid/Issue Closing Date shall be notified to the Stock Exchanges and the Bidders shall be deemed to have been given notice of such date after receipt of the Application Form.

The Bids made by asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with the SEBI.

7. Upon receipt of the Application Form, after the Bid/Issue Closing Date, our Company shall determine the final terms,

including the Issue Price in consultation with the Lead Manager. Upon determination of the final terms of the Equity Shares, the Lead Manager will send the serially numbered CAN along with the Placement Document to the Bidders who have been allocated the Equity Shares. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity Shares Allocated to such Bidder. The CAN shall contain details such as the number of Equity Shares Allocated to the Bidder and payment instructions including the details of the amounts payable by the Bidder for Allotment of the Equity Shares in its name and the Pay-in Date as applicable to the respective Bidder. PLEASE NOTE THAT THE ALLOCATION WILL BE AT THE ABSOLUTE DISCRETION OF OUR COMPANY AND WILL BE BASED ON THE RECOMMENDATION OF THE LEAD MANAGER.

8. Pursuant to receiving a CAN, each Bidder shall be required to make the payment of the entire application monies for

the Equity Shares indicated in the CAN at the Issue Price, only through electronic transfer to our Company’s designated bank account by the Pay-In Date as specified in the CAN sent to the respective Bidders. No payment shall be made by Bidders in cash. Please note that any payment of application money for the Equity Shares shall be made from the bank accounts of the relevant Bidders applying for the Equity Shares. Monies payable on Equity Shares to be held by joint holders shall be paid from the bank account of the person whose name appears first in the Application. Pending Allotment, all monies received for subscription of the Equity Shares shall be kept by our Company in a separate bank account with a scheduled bank and shall be utilized only for the purposes permitted under the Companies Act, 2013, i.e., the Escrow Account. See the section titled “Issue Procedure - Bank Account for Payment of Application Money”.

9. Upon receipt of the application monies from the Bidders, our Company shall Allot Equity Shares as per the details in

the CAN sent to the Bidders.

10. After passing the Board resolution for Allotment and prior to crediting the Equity Shares into the beneficiary accounts maintained with the Depository Participants by the Allottees, our Company shall apply to the Stock Exchanges for listing approval. Our Company will intimate the Stock Exchanges the details of the Allotment and apply for the approval for listing of the Equity Shares on the Stock Exchanges prior to the crediting of the Equity Shares into the beneficiary account maintained with the Depositary Participant by the Bidder.

11. After receipt of the listing approval of the Stock Exchanges, our Company shall credit the Equity Shares Allotted pursuant to the Issue into the Depository Participant’s accounts of the respective Allottees.

12. Our Company will then apply for the final trading approval from the Stock Exchanges.

13. The Equity Shares that would have been credited to the beneficiary accounts with the Depository Participants

of the Allottees shall be eligible for trading on the Stock Exchanges only upon the receipt of final listing and trading approval from the Stock Exchanges.

14. Upon receipt of intimation of final trading and listing approval from the Stock Exchanges, our Company shall inform

the Allottees of the receipt of such approvals. Our Company and the Lead Manager shall not be responsible for any delay or non-receipt of the communication of the final trading and listing permissions from the Stock Exchanges or any

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loss arising from such delay or non- receipt. Final listing and trading approval granted by the Stock Exchanges is also placed on its website. QIBs are advised to apprise themselves of the status of the receipt of the permissions from the Stock Exchanges or our Company.

Qualified Institutional Buyers

Only QIBs as defined in Regulation 2(1)(zd) of the ICDR Regulations and not otherwise excluded pursuant to Regulation 86(1)(b) of the ICDR Regulations are eligible to invest. Only the following categories of QIBs are eligible to invest in the

Issue:

Eligible FPIs including FIIs and eligible sub-accounts;

insurance companies registered with the Insurance Regulatory and Development Authority of India;

insurance funds set up and managed by army, navy or air force of the Government; and

insurance funds set up and managed by the Department of Posts, India.

Mutual Funds, VCFs and AIFs;

pension fund with minimum corpus of Rs. 25 crores;

provident fund with minimum corpus of Rs. 25 crores;

public financial institutions as defined in Section 4A of the Companies Act, 1956 (Section 2(72) of the

Companies Act, 2013);

scheduled commercial banks;

state industrial development corporations; and

the National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government published in the Gazette of India.

Allotments made to VCFs and AIFs in the Issue are subject to the rules and regulations that are applicable to each of them respectively, including in relation to lock-in requirement. VCFs and AIFs should independently consult their own counsel and advisors as to investment in and related matters concerning the Issue.

ELIGIBLE NON-RESIDENT QIBS CAN PARTICIPATE IN THE ISSUE UNDER SCHEDULE 1 OF FEMA REGULATIONS. FIIS, SUB-ACCOUNTS (OTHER THAN A SUB-ACCOUNT WHICH IS A FOREIGN CORPORATE OR A FOREIGN INDIVIDUAL) AND OTHER ELIGIBLE FPIS ARE PERMITTED TO PARTICIPATE THROUGH THE PORTFOLIO INVESTMENT SCHEME UNDER THE RESPECTIVESCHEDULES OF FEMA REGULATIONS, IN THIS ISSUE. ELIGIBLE FPIS ARE PERMITTED TO PARTICIPATE IN THE ISSUE SUBJECT TO COMPLIANCE WITH ALL APPLICABLE LAWS AND SUCH THAT THE SHAREHOLDING OF ELIGIBLE FPIS DO NOT EXCEED SPECIFIED LIMITS AS PRESCRIBED UNDER APPLICABLE LAWS IN THIS REGARD.

In terms of the FPI Regulations, the Equity Shares issued to a single Eligible FPI or an investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities) should not exceed 10% of post-Issue Equity Share capital of the company. Further, in terms of the FEMA Regulations, the total holding of each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all Eligible FPIs put together shall not exceed 24% of the paid-up Equity Share capital of the company. The aggregate limit of 24% may be increased by way of a resolution passed by the board of directors of the company, followed by a special resolution passed by its shareholders.

An FII or sub-account (other than a sub-account which is a foreign corporate or foreign individual) who holds a valid certificate of registration from the SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees has been paid as per the FII Regulations. An FII or a sub-account (other than a sub-account which is a foreign corporate or a foreign individual) may participate in the Issue, until expiry of its registration as an FII or sub-account or until it obtains a certificate of registration as an FPI, whichever is earlier. If the registration of an FII or sub-account has expired or is about to expire, such FII or sub-account may, subject to payment of conversion fees as applicable under the FPI Regulations, participate in the Issue. An FII or sub - account shall not be eligible to invest as an FII or sub-account after

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registering as an FPI under the FPI Regulations.

In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included.

Under Regulation 86(1)(b) of the ICDR Regulations, no Allotment shall be made, either directly or indirectly, to any QIB being, or any person related to, the Promoters. QIBs which have all or any of the following rights shall be deemed to be persons related to the ‘promoters’ as defined in the ICDR Regulations:

rights under a shareholders’ agreement or voting agreement entered into with the Promoters or persons

related to the Promoters;

veto rights; or

a right to appoint any nominee director on the Board.

Provided, however, that a QIB which does not hold any shares in our Company and which has acquired the aforesaid rights in the capacity of a lender shall not be deemed to be related to the “promoters”.

OUR COMPANY AND THE LEAD MANAGER ARE NOT LIABLE FOR ANY AMENDMENT OR MODIFICATION OR CHANGE TO APPLICABLE LAWS OR REGULATIONS, WHICH MAY OCCUR AFTER THE DATE OF THIS PLACEMENT DOCUMENT. QIBS ARE ADVISED TO MAKE THEIR INDEPENDENT INVESTIGATIONS AND SATISFY THEMSELVES THAT THEY ARE ELIGIBLE TO APPLY. QIBS ARE ADVISED TO ENSURE THAT ANY SINGLE APPLICATION FROM THEM DOES NOT EXCEED THE INVESTMENT LIMITS OR MAXIMUM NUMBER OF EQUITY SHARES THAT CAN BE HELD BY THEM UNDER APPLICABLE LAW OR REGULATION OR AS SPECIFIED IN THIS PLACEMENT DOCUMENT. FURTHER, QIBS ARE REQUIRED TO SATISFY THEMSELVES THAT THEIR BIDS WOULD NOT EVENTUALLY RESULT IN TRIGGERING A TENDER OFFER UNDER THE TAKEOVER REGULATIONS.

Note: Affiliates or associates of Lead Manager who are QIBs may participate in the Issue in compliance with applicable laws.

Application Process

Application Form

Bidders shall only use the serially numbered Application Forms (which are addressed to them) supplied by our Company and the Lead Manager in either electronic form or by physical delivery for the purpose of making a Bid (including revision of a Bid) in terms of the Preliminary Placement Document.

By making a Bid (including the revision thereof) for Equity Shares through Application Form(s) and pursuant to the terms of the Preliminary Placement Document, the Bidder will be deemed to have made the following representations and warranties and the representations, warranties and agreements made under sections titled “Notice to Investors”, “Representations by Investors”, “Selling Restrictions” and “Transfer Restrictions”:

The Bidder confirms that it is a QIB in terms of Regulation 2(1)(zd) of the ICDR Regulations and is not excluded

under Regulation 86 of the ICDR Regulations, has a valid and existing registration under the applicable laws in India and is eligible to participate in the Issue;

The Bidder confirms that it is not a “promoter” and is not a person related to the “promoters”, either directly or

indirectly, and its Application Form does not directly or indirectly represent the “promoters” or “promoter group” or persons related to the “promoters” as defined in the ICDR Regulations;

The Bidder confirms that it has no rights under a shareholders’ agreement or voting agreement with the

“promoters” or persons related to the “promoters”, no veto rights or right to appoint any nominee director on the Board other than those acquired in the capacity of a lender which shall not be deemed to be a person related to the “promoters” as defined in the ICDR Regulations;

The Bidder acknowledges that it has no right to withdraw its Bid after the Bid/Issue Closing Date;

The Bidder confirms that if Equity Shares are allotted, it shall not, for a period of one year from Allotment, sell such

Equity Shares otherwise than on the Stock Exchanges;

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The Bidder confirms that it is eligible to Bid and hold Equity Shares so Allotted. The Bidder further confirms

that the holding of the Bidder, does not and shall not, exceed the level permissible as per any applicable regulations applicable to the Bidder;

The Bidder confirms that its Bids would not eventually result in triggering a tender offer under the Takeover

Regulations;

The Bidder confirms that together with other Bidders that belong to the same group or are under the same control, the Allotment to the Bidder shall not exceed 50% of the Issue Size. For the purposes of this statement:

a. the expression “belongs to the same group” shall derive meaning from the concept of “companies under the

same group” as provided in sub-section (11) of Section 372 of the Companies Act, 1956; and

b. “ Control” shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the Takeover Regulations;

The QIBs confirm that they shall not undertake any trade in the Equity Shares credited to its beneficiary account

maintained with the Depository Participant until such time that the final listing; and

EACH BIDDER MUST PROVIDE ITS DEPOSITORY PARTICIPANT ACCOUNT DETAILS, PAN, DEPOSITORYPARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER, E-MAIL ID AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM.

EACH BIDDER MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY PARTICIPANT ACCOUNT IS HELD. FOR THIS PURPOSE, ELIGIBLE SUB ACCOUNTS OF AN FII WOULD BE CONSIDERED AS AN INDEPENDENT BIDDER.

IF SO REQUIRED BY THE BOOK RUNNING LEAD MANAGER, A QIB MAY ALSO BE REQUIRED TO SUBMIT REQUISITE DOCUMENT(S) ALONG WITH THE APPLICATION FORM TO THE LEAD MANAGER TO EVIDENCE THEIR STATUS AS A “QIB” AS DEFINED HEREIN.

IF SO REQUIRED BY THE LEAD MANAGER, COLLECTION BANK(S) OR ANY STATUTORY OR REGULATORY AUTHORITY IN THIS REGARD, INCLUDING AFTER ISSUE CLOSURE, THE QIB SUBMITTING A BID AND/OR BEING ALLOTTED EQUITY SHARES IN THE ISSUE, WILL ALSO HAVE TO SUBMIT REQUISITE DOCUMENT(S) TO FULFILL THE KNOW YOUR CUSTOMER (KYC) NORMS.

Demographic details such as address and bank account will be obtained from the Depositories as per the Depository Participant account details given above.

The submission of an Application Form by a Bidder shall be deemed a valid, binding and irrevocable offer for the Bidder to pay the entire Issue Price for the Equity Shares (as indicated by the CAN) and becomes a binding contract on the Bidder upon the issuance of the CAN by our Company in favor of the Bidder.

Submission of Application Form

All Application Forms must be duly completed with information including the number of Equity Shares applied for. All Application Forms duly completed along with payment and a copy of the PAN card or PAN allotment letter shall be submitted to the Lead Manager as per the details provided in the respective CAN. The Application Form shall be submitted to the Lead Manager either through electronic form or through physical delivery at the following address:

Name

Address Contact person

Email

Phone

D & A Financial Services (P) Limited

A-304, 3rd Floor, Dalamal Tower, Free Press Journal Marg, Nariman Point, Mumbai-400021

Mr. Balakrishnan Iyer

[email protected] 022-32677738/67478992

D & A Financial Services (P) Limited

13, Community Centre, East of Kailash New Delhi-110065

Mr. Priyaranjan [email protected]

011-26419079/26218274

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The Lead Manager shall not be required to provide any written acknowledgement of the same.

Permanent Account Number or PAN

Each Bidder should mention its PAN allotted under the IT Act in the Application Form. Applications without this information will be considered incomplete and are liable to be rejected. Bidders should not submit the general index register number instead of the PAN as the Application Forms are liable to be rejected on this ground.

Pricing and Allocation

Build-up of the Book

Bidders shall submit their Bids within the Bid/Issue Period to the Lead Manager. Such Bids cannot be withdrawn after the Bid/Issue Closing Date. The book shall be maintained by the Lead Manager.

Price Discovery and Allocation

Our Company, in consultation with the Lead Manager, shall determine the Issue Price, which cannot be lower than the Floor Price. However, our Company may offer a discount of not more than 5% on the Floor Price, in accordance with Chapter VIII of the ICDR Regulations.

After finalization of the Issue Price, our Company will update the Preliminary Placement Document with the Issue details and file the same with the Stock Exchanges as the Placement Document.

Method of Allocation

Our Company shall determine the Allocation in consultation with the Lead Manager on a discretionary basis and in compliance with Chapter VIII of the ICDR Regulations. Bids received from the Bidders at or above the Issue Price shall be grouped together to determine the total demand. The Allocation to all such Bidders will be made at the Issue Price. Allocation to Mutual Funds for up to a minimum of 10% of the Issue Size shall be undertaken subject to valid Bids being received at or above the Issue Price.

THE DECISION OF OUR COMPANY IN CONSULTATION WITH THE LEAD MANAGER IN RESPECT OF ALLOCATION SHALL BE FINAL AND BINDING ON ALL BIDDERS. BIDDERS MAY NOTE THAT ALLOCATION IS AT THE SOLE AND ABSOLUTE DISCRETION OF OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND BIDDERS MAY NOT RECEIVE ANY ALLOCATION EVEN IF THEY HAVE SUBMITTED VALID APPLICATION FORMS AT OR ABOVE THE ISSUE PRICE. NEITHER OUR COMPANY NOR THE LEAD MANAGER IS OBLIGED TO ASSIGN ANY REASON FOR ANY NON- ALLOCATION. CAN

Based on the Application Forms received, our Company, in consultation with the Lead Manager, in its sole and absolute discretion, shall decide the Bidders to whom the serially numbered CAN shall be sent, pursuant to which the details of the Equity Shares Allocated to them and the details of the amounts payable for Allotment in their respective names shall be notified to such Bidders. Additionally, a CAN will include details of the Escrow Account into which such payments would need to be made, address where the application money needs to be sent, Pay-in Date as well as the probable designated date, being the date of credit of the Equity Shares to the respective Bidder’s account. The successful Bidders would also be sent a serially numbered Placement Document either in electronic form or by physical delivery along with the serially numbered CAN.

The dispatch of the serially numbered Placement Document and the serially numbered CAN to the successful Bidders shall be deemed a valid, binding and irrevocable contract for the successful Bidders to furnish all details that may be required by the Lead Manager and to pay the entire Issue Price for all the Equity Shares Allocated to such successful Bidders.

QIBS ARE ADVISED TO INSTRUCT THEIR DEPOSITORY PARTICIPANT TO ACCEPT THE EQUITY SHARES THAT MAY BE ALLOTTED TO THEM.

Bank Account for Payment of Application Money

Our Company have opened the “QIP Escrow Account” with Yes Bank Limited in the name of SMPL-QIP Escrow Account having account no. 016361000001017. The successful Bidders will be required to deposit the entire amount

payable for the Equity Shares Allocated to it by the Pay-in Date as mentioned in, and in accordance with, the respective

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CAN. Payments are to be made only through electronic fund transfer. Note: Payments through cheques are liable to be rejected.

If the payment is not made favoring the “QIP Escrow Account” within the time stipulated in the CAN, the Application

Form and the CAN of the successful Bidder are liable to be cancelled.

Our Company undertakes to utilize the amount deposited in “QIP Escrow Account” only for the purposes of (i) adjustment against Allotment; or (ii) repayment of application money if our Company is not able to Allot.

In case of cancellations or default by the Bidders, our Company and the Lead Manager have the right to reallocate the Equity Shares at the Issue Price among existing or new Bidders at their sole and absolute discretion. Designated Date and Allotment of Equity Shares

The Equity Shares will not be Allotted unless the successful Bidders pay the Issue Price to the “QIP Escrow Account” as stated above.

The Equity Shares will be issued and Allotment shall be made only in dematerialized form to the Allottees. Allottees will have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act. Our Company, at its sole discretion, reserves the right to cancel the Issue at any time up to Allotment without assigning any reason whatsoever. Following the Allotment and credit of Equity Shares into the QIBs’ Depository Participant accounts, our Company will apply for final trading and listing approval from the Stock Exchanges.

In the case of a Bidder who has been Allotted more than five per cent of the Equity Shares in the Issue, our Company shall disclose the QIBs’ name and the number of the Equity Shares Allotted to such QIB to the Stock Exchanges and the Stock Exchanges will make the same available on its website. Our Company shall make the requisite filings with the RoC and the SEBI within the stipulated period as required under the Companies Act and the PAS Rules. If you are Allotted any Equity Shares, our Company is required to disclose details such as your name, address and the number of Equity Shares Allotted to the RoC and the SEBI. The Escrow Collection Bank shall release the monies lying to the credit of the Escrow Account to our Company after receipt of final listing and trading approval for the Equity Shares from the Stock Exchanges.

In the event that our Company is unable to Issue and Allot the Equity Shares or there is a cancellation of the Issue within 60 days from the date of receipt of application money from a Bidder, our Company shall repay the application money within 15 days from expiry of the 60 day period, failing which our Company shall repay that money to such Bidders with interest at the rate of 12% per annum from expiry of the sixtieth day. The application money to be refunded by our Company shall be refunded to the same bank account from which application money was remitted by the Bidders. Other Instructions

Right to Reject Applications

Our Company, in consultation with the Lead Manager, may reject Bids, in part or in full, without assigning any reason whatsoever. The decision of our Company and the Running Lead Manager in relation to the rejection of Bids shall be final and binding.

Equity Shares in Dematerialized form

The Allotment shall be only in dematerialized form (i.e., not in physical certificates but be fungible and be represented by the statement issued through the electronic mode). A Bidder that proposes to make a Bid pursuant to the Issue must have at least one beneficiary account with a Depository Participant prior to making the Bid. Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the successful Bidder.

Equity Shares in electronic form can be traded only on stock exchanges having electronic connectivity with the Depositary Participants. The Stock Exchanges where the Equity Shares to be issued pursuant to the Issue are proposed to be listed have electronic connectivity with the National Securities Depositary Limited and the Central Depositary Services (India) Limited.

The trading of the Equity Shares to be issued pursuant to the Issue would be in dematerialized form only for all Bidders in the dematerialized segment of the Stock Exchanges. Our Company and Lead Manager will not be responsible or liable for the delay in the credit of Equity Shares to be issued pursuant to the Issue due to errors in the Application Form or otherwise on part of the Bidders.

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SELLING RESTRICTIONS

The distribution of this Placement Document or any offering material and the offering, sale or delivery of the Equity Shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this Placement Document or any offering material are advised to consult with their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. This Placement Document may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorized.

General

Except in India, no action has been taken or will be taken by the Company or the Lead Manager that would permit an offering of the Equity Shares to occur in any jurisdiction, or the possession, circulation or distribution of this Placement Document or any other material relating to the Company or the Equity Shares in any jurisdiction where action for such purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and none of this Placement Document, any offering materials and any advertisements in connection with the offering of the Equity Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. The Issue will be made in compliance with the applicable ICDR Regulations. Each purchaser of the Equity Shares in this Issue will be deemed to have made acknowledgments and agreements as described under the sections titled “Notice to Investors”, “Representations by Investors”, “Selling Restrictions” and “Transfer Restrictions”.

India

This Placement Document may not be distributed directly or indirectly in India or to residents of India and any Equity Shares may not be offered or sold directly or indirectly in India to, or for the account or benefit of, any resident of India except as permitted by applicable Indian laws and regulations, under which an offer is strictly on a private and confidential basis and is limited to QIBs and is not an offer to the public. This Issue is a “private placement” within the meaning of Section 42 of the Companies Act, 2013 since the invitation or offer is to be made only to QIBs. This Placement Document is neither a public issue nor a prospectus under the Companies Act, 2013 or an advertisement and should not be circulated to any person other than to whom the offer is made. This Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India.

European Economic Area

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is or was implemented in that Relevant Member State (the “Relevant Implementation Date”), the Equity Shares may not be offered or sold to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Equity Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive (defined below) and the 2010 Amending Directive (defined below), except that the Equity Shares, with effect from and including the Relevant Implementation Date, may be offered to the public in that Relevant Member State at any time:

(a) to persons or entities that are “qualified investors” as defined in the Prospectus Directive or, if that Relevant Member State has implemented the 2010 Amending Directive, as defined in the 2010 Amending Directive;

(b) to (i) fewer than 100 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive); or (ii) if that Relevant Member State has implemented the 2010 Amending Directive, fewer than 150 natural or legal persons (other than “qualified investors” as defined in the 2010 Amending Directive), in each case subject to obtaining the prior consent of the Lead Manager; and

(c) in any circumstances falling within Article 3(2) of the Prospectus Directive as amended (to the extent implemented in that Relevant Member State) by Article 1(3) of the 2010 Amending Directive, provided that no such offering of Equity Shares shall result in a requirement for the publication by our Company or the Lead Manager of a prospectus pursuant to Article 3 of the Prospectus Directive as amended (to the extent implemented in that Relevant Member State) by Article 1(3) of the 2010 Amending Directive.

For the purposes of this provision, the expression an “offer of Equity Shares to the public” in relation to any Equity Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Equity Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and the expression “2010 Amending Directive” means Directive 2010/73/EU and includes any relevant implementing measure in each Member State.

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Neither our Company nor the Lead Manager has authorized, nor do they authorize, the making of any offer of Equity Shares through any financial intermediary on their behalf, other than offers made by our Company or the Lead Manager.

Hong Kong

The Placement Document has not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this Placement Document has not been, and will not be, registered as a “prospectus” in Hong Kong under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) (“CO”) nor has it been authorized by the Securities and Futures Commission (“SFC”) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) (“SFO”). Recipients are advised to exercise caution in relation to the Offer. If recipients are in any doubt about any of the contents of this Placement Document, they should obtain independent professional advice.

The Placement Document does not constitute an offer or invitation to the public in Hong Kong to acquire any Equity Shares nor an advertisement of the Equity Shares in Hong Kong. The Placement Document must not be issued, circulated or distributed in Hong Kong other than:

to “professional investors” within the meaning of the SFO and any rules made under that ordinance

(“Professional Investors”); or in other circumstances which do not result in this Placement Document being a prospectus as defined in the

CO nor constitute an offer to the public which requires authorization by the SFC under the SFO.

Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Equity Shares, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to the Equity Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors.

Any offer of the Equity Shares will be personal to the person to whom relevant offer documents are delivered, and a subscription for the Equity Shares will only be accepted from such person. No person who has received a copy of this Placement Document may issue, circulate or distribute this Placement Document in Hong Kong or make or give a copy of this Placement Document to any other person. No person allotted Equity Shares may sell, or offer to sell, such Shares to the public in Hong Kong within six months following the date of issue of such Equity Shares.

Kuwait

The Issue has not been approved by the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry, nor has our Company received authorization or licensing from the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry to market or sell the Equity Interests within Kuwait. Therefore, no services relating to the Issue, including the receipt of applications and/or the allotment of Equity Shares may be rendered within Kuwait by our Company or persons representing our Company.

Oman

This Placement Document and the Equity Shares offered under it are issued and governed by the laws of India. No offer or marketing of the Equity Shares has been or will be made by our Company from within the Sultanate of Oman and no subscription for Equity Shares may or will be effected or undertaken within the Sultanate of Oman. Our Company does not have a presence or representation in the Sultanate of Oman and any purchase of the Equity Shares will be deemed to be made in and under the laws of India.

By receiving this Placement Document, the person or entity to whom it has been issued understands, acknowledges and agrees that this Placement Document has not been registered or approved by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, and neither our Company nor the Lead Manager are authorized or licensed by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, to market or sell the Equity Shares within the Sultanate of Oman.

The Equity Shares offered under this Placement Document have not and will not be listed on any stock exchange in the Sultanate of Oman.

Qatar

This Placement Document does not, and is not intended to, constitute an invitation or an offer of securities in the State of Qatar (including the Qatar Financial Centre) and accordingly should not be construed as such. The Equity Shares have not

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been, and shall not be, offered, sold or delivered at any time, directly or indirectly, in the State of Qatar. Any offering of the Equity Shares shall not constitute a public offer of securities in the State of Qatar.

By receiving this Placement Document, the person or entity to whom it has been provided to understands, acknowledges and agrees that: (a) neither this Placement Document nor the Equity Shares have been registered, considered, authorized or approved by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority or any other authority or agency in the State of Qatar; (b) neither our Company nor the Lead Manager are authorized or licensed by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar Financial Centre

Regulatory Authority, or any other authority or agency in the State of Qatar, to market or sell the Equity Shares within the State of Qatar; (c) this Placement Document may not be provided to any person other than the original recipient and is not for general circulation in the State of Qatar; and (d) no agreement relating to the sale of the Equity Shares shall be consummated within the State of Qatar.

No marketing of the Equity Shares has been or will be made from within the State of Qatar and no subscription to the Equity Shares may or will be consummated within the State of Qatar. Any applications to invest in the Equity Shares shall be received from outside of Qatar. This Placement Document shall not form the basis of, or be relied on in connection with, any contract in Qatar. Neither our Company nor the Lead Manager are, by distributing this Placement Document, advising individuals resident in the State of Qatar as to the appropriateness of investing in or purchasing or selling securities or other financial products. Nothing contained in this Placement Document is intended to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the State of Qatar. Singapore

The Placement Document has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (“MAS”) under the Securities and Futures Act (Chapter 289) of Singapore (“SFA”). Accordingly, the Equity Shares may not be offered or sold, or made the subject of an invitation for subscription or purchase nor may this Placement Document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Equity Shares be circulated or distributed, whether directly or indirectly, in Singapore other than (i) to an “institutional investor” within the meaning of Section 274 of the SFA and in accordance with the conditions of an exemption invoked under Section 274, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) other pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Equity Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Equity Shares pursuant to an offer made under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights or interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for a corporation, in accordance with the conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

United Arab Emirates (excluding the Dubai International Financial Centre)

The Equity Shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (“U.A.E.”) other than in compliance with the laws of the U.A.E. Prospective investors in the Dubai International Financial Centre should have regard to the specific notice to prospective investors in the Dubai International Financial Centre set out below. The information contained in this Placement Document does not constitute a public offer of securities in the U.A.E. in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 of the U.A.E., as amended) or otherwise and is not intended to be a public offer. Our Company and the Equity Shares have not been approved or licensed by or registered with the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the U.A.E. This Placement Document has not been approved by or filed with the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or the Dubai Financial Services Authority. This Placement Document is being issued to a limited number of selected institutional and sophisticated investors, is not for general circulation in the U.A.E. and may not be provided to any person other than the original recipient or reproduced or used for any other purpose. If you do not understand the contents of this Placement Document, you should consult an authorized financial adviser. This Placement Document is provided for the benefit of the recipient only, and should not be delivered to, or relied on by, any other person.

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Dubai International Financial Centre

This Placement Document relates to an exempt offer (an “Exempt Offer”) in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This Placement Document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Placement Document nor taken steps to verify the information set out in it, and has no responsibility for it. The Equity Shares to which this Placement Document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Equity Shares offered in the Issue should conduct their own due diligence on the Equity Shares. If you do not understand the contents of this Placement Document, you should consult an authorized financial adviser. For the avoidance of doubt, the Equity Shares are not interests in a ‘‘fund’’ or a ‘‘collective investment scheme’’ within the meaning of either the Collective Investment Law (DIFC Law No. 2 of 2010) or the Collective Investment Rules Module of the Dubai Financial Services Authority Rulebook.

United Kingdom (in addition to the European Economic Area selling restrictions above)

The Equity Shares offered in the Issue cannot be promoted in the United Kingdom to the general public. The contents of this Placement Document have not been approved by an authorized person within the meaning of Financial Services and Markets Act 2000, as amended (the “FSMA”). The Lead Manager (a) may only communicate or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA), to persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), or (ii) fall within any of the categories of persons described in article 49(2)(a) to (d) of the Financial Promotion Order or otherwise in circumstances in which section 21(1) of the FSMA does not apply to our Company; and (b) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Equity Shares in, from or otherwise involving the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with, or relating to, the sale or purchase of any Equity Shares, may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply. It is the responsibility of all persons under whose control or into whose possession this document comes to inform themselves about and to ensure observance of all applicable provisions of FSMA in respect of anything done in relation to an investment in Equity Shares in, from or otherwise involving, the United Kingdom.

United States of America

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable state securities laws. The Equity Shares are not being offered or sold in the United States in the Issue. The Equity Shares are being offered and sold in the Issue only outside the United States in “offshore transactions” (as defined in Regulation S) in accordance with Regulation S. To help ensure that the offer and sale of the Equity Shares in the Issue was made in compliance with Regulation S, each purchaser of Equity Shares in the Issue will be deemed to have made the representations, warranties, acknowledgements and undertakings set forth in the section titled “Transfer Restrictions”.

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TRANSFER RESTRICTIONS

Pursuant to Chapter VIII of the ICDR Regulations, any resale of Equity Shares, except on the Stock Exchanges, is not permitted for a period of one year from the date of Allotment. Investors are advised to consult legal counsel prior to making any resale, pledge or transfer of our Equity Shares. In addition to the above, allotments of Equity Shares made to QIBs, including FVCIs, VCFs and AIFs, in this Issue may be subject to lock-in requirements under the rules and regulations that are applicable to them.

United States of America

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable state securities laws.

Each purchaser of the Equity Shares, by accepting delivery of this Placement Document, will be deemed to:

Represent and warrant to our Company, the Lead Manager and its respective affiliates that the offer and sale of

the Equity Shares to it is in compliance with all applicable laws and regulations.

Represent and warrant to our Company, the Lead Manager and its respective affiliates that it was outside the United States (within the meaning of Regulation S) at the time the offer of the Equity Shares was made to it and it was outside the United States (within the meaning of Regulation S) when its buy order for the Equity Shares was originated.

Represent and warrant to our Company, the Lead Manager and its respective affiliates that it did not purchase the

Equity Shares as a result of any “directed selling efforts” (as defined in Regulation S).

Acknowledge that the Equity Shares have not been and will not be registered under the U.S. Securities Act or the securities law of any state of the United States and warrant to our Company, the Lead Manager and its respective affiliates that it will not offer, sell, pledge or otherwise transfer the Equity Shares except in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act and in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India.

Represent and warrant to our Company, the Lead Manager and its respective affiliate s that if it acquired any of

the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

Acknowledge that our Company, the Lead Manager and its respective affiliates, and others will rely upon the

truth and accuracy of the foregoing acknowledgements, representations and warranties and warrant to our Company and the Lead Manager that if any such acknowledgements, representations or warranties deemed to have been made by virtue of its purchase of the Equity Shares are no longer accurate, it will promptly notify our Company and the Lead Manager.

Any resale or other transfer, or attempted resale or other transfer, of the Equity Shares made other than in compliance with the above-stated restrictions will not be recognized by our Company.

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1. Our Company is incorporated in the Republic of India under the Companies Act, 1956, as a company with

limited liability having CIN L21098MH1995PLC086337.

2. The registered and corporate office of our Company is located at 5/6 Papa Industrial Estate, Suren Road, Andheri (East) Mumbai- 400 093, Maharashtra, India.

3. Our Company’s authorized share capital is Rs. 27,00,00,000 divided into 27,00,00,000 Equity Shares of Re. 1 each.

As on date of this Placement Document, our Company’s issued, subscribed and paid-up share capital is Rs. 215605773 divided into 215605773 Equity Shares of Re. 1 each.

4. The Issue was authorized and approved by the Board on 25th July 2016, and approved by the Shareholders

pursuant to their special resolution dated 29th August 2016.

5. For the main objects of our Company, please refer to the Memorandum.

6. Our Company has applied for and obtained in-principle approval in terms of Regulations 28(1) of the Listing Regulations on [*] for the listing of the Equity Shares on the Stock Exchanges.

7. The Compliance Officer for the purpose of the Issue is Mr. Manik R Makwana, Company Secretary.

8. Copies of the Memorandum and Articles will be available for inspection during usual business hours on any

weekday between 11:00 a.m. to 3:00 p.m. (except Saturdays and public holidays), at the Registered Office.

9. Except as disclosed in this Placement Document, there are no significant changes in the financial or trading position of our Company since March 31, 2016, the date of the last audited consolidated financial statements, prepared in accordance with Indian GAAP and the Companies Act included herein.

10. Except as disclosed in this Placement Document, there are no material litigation or arbitration

proceedings against or affecting our Company or our Company’s assets or revenues, nor is our Company aware of any pending or threatened litigation or arbitration proceedings, which are or might be material in the context of the Issue.

11. Except as disclosed in this Placement Document, our Company has obtained necessary consents, approvals

and authorizations required in connection with the Issue.

12. Our Company’s statutory auditors are M/s Bhu ta Sh ah & Co. LLP , Chartered Accountants, who have audited, the consolidated financial statements and standalone financial statements of our Company for the financial years 2016, 2015 and 2014, and are the independent auditors with respect to our Company in accordance with the guidelines issued by the ICAI.

13. Our Company confirms that it is in compliance with the minimum public shareholding requirements as specified under the SCRR and as required under the Listing Regulations.

14. The floor price for the Issue, as calculated in accordance with Regulation 85 of the ICDR Regulations, is Rs. 4.30

per Equity Share with reference to November 15, 2016, as the Relevant Date. In accordance with the resolution of the Shareholders dated August 29, 2016, and Regulation 85(1) of the ICDR Regulations, the Board may at its discretion, offer a discount of up to [5]% to the Floor Price.

GENERAL INFORMATION

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DECLARATION

Our Company certifies that all relevant provisions of Chapter VIII and Schedule XVIII of the ICDR Regulations have been complied with and no statement made in this Placement Document is contrary to the provisions of Chapter VIII and Schedule XVIII of the ICDR Regulations and that all approvals and permissions required to carry on our Company’s business have been obtained, are currently valid and have been complied with. Our Company further certifies that all the statements in this Placement Document are true and correct.

Signed by: Sd/- (Amrut P. Shah)

Chairman and Managing Director Date: November 15, 2016 Place: Mumbai

Signed by: Sd/- (Manik R Makwana) Company Secretary Date: November 15, 2016 Place: Mumbai Signed by: Sd/- (Rajesh B. Jain) Chief Financial Officer Date: November 15, 2016 Place: Mumbai

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DECLARTION

I am duly authorized by the Board of Directors of the company be and hereby certify that:

(i) the Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder;

(ii) the compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or interest or repayment of

debentures, if applicable, is guaranteed by the Central Government; and

(iii) the monies received under the offer shall be used only for the purposes and objects indicated in the Placement Document (which includes disclosures prescribed under Form PAS-4). Signed by:

Sd/-

(Amrut P Shah) Chairman & Managing Director

Date: November 15, 2016 Place: Mumbai

I am authorized by the Board of Directors of the Company, vide resolution dated November 15, 2016, to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and the Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed by: Sd/-

Amrut P Shah Chairman & Managing Director

Date: November 15, 2016 Place: Mumbai

preliminary placement document not for circulationissue in reliance upon section 42 of the companies...

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